Common use of Modifications, Waivers and Amendments Clause in Contracts

Modifications, Waivers and Amendments. (a) (i) With respect to Performing Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent, except as set forth in the last paragraph of this Section 3.24(a)), or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable consultation rights of the Operating Advisor, any applicable consent and/or consultation rights of the related Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing Serviced Loans, to the extent any modification, waiver, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, the Special Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or consultation rights of the related Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent or other action. Subject to Section 3.09 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment, consent or other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default), as applicable, the Special Servicer shall notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default), as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):

Modifications, Waivers and Amendments. (a) (i) With respect to Performing Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent, except as set forth in the last paragraph of this Section 3.24(a)), or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable consultation rights of the Operating Advisor, any applicable consent and/or consultation rights of the related Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and shall obtain the consent of the Special Servicer may rely on an Opinion in connection with any defeasance transaction that involves any modification, waiver, consent or amendment of Counsel with respect a Serviced Mortgage Loan or Serviced Loan Combination pursuant to the determination described in clause (BSection 3.09(d)(ix) of the immediately preceding sentencethis Agreement. In addition, with respect to Performing Serviced Loans, to the extent any modification, waiver, amendment, consent amendment or other action (i) constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment, consent amendment or other action constitutes a Major DecisionDecision pursuant to Section 6.09(a) of this Agreement, the Special Servicer shall shall, prior to the occurrence and continuance of an applicable Control Termination Event, obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or Directing Holder. Prior to the Controlling Class Representative (if any other Serviced Loan(s) (exclusive occurrence and continuance of any Excluded Mortgage Loan(s)) are involved and a an applicable Control Termination Event does not exist)Event, as applicable. The the Special Servicer shall also obtain the consent of the related Outside Controlling Note Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent amendment or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any its request for such modification, waiver, amendment, consent amendment or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, or the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or consultation rights of the related Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent amendment or other action. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment, consent amendment or other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, if and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Special Servicer shall notify the related Outside Controlling Note Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):to:

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non Specially Serviced Loans, the Special Servicer (with respect to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any modification, waiver or amendment that constitutes a Major Decision or a Special Servicer Decision, the Master Servicer shall process and determine whether to consent to, subject to the consent of the Special Servicer, such modification, waiver or amendment) or the Master Servicer (subject with respect to the any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer’s consent, except as set forth in the last paragraph of this Section 3.24(a)), Servicer Decision) or (ii) with respect to any Specially Serviced LoansLoan, the Special Servicer, in each case subject to any applicable consent or consultation rights (if any) of the Operating Advisor, any applicable the consent and/or or consultation rights of the related Directing Holder (if any) andof the Controlling Class Representative, to the extent required in accordance with Cxxxxxx River Plaza North Directing Holder, the related Co-Lender Agreement, any applicable WPC Department Store Portfolio Directing Holder and the consultation rights (if any) of any related Serviced holder of a Pari Passu Companion Loan Holder (or its Companion Loan Holder RepresentativeRepresentative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentencesuch determination. In addition, subject to the next sentence, with respect to Performing non-Specially Serviced Loans, the Master Servicer, prior to taking any action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) and prior to taking any action with respect to a Special Servicer Decision (or making a determination not to take action with respect to a Special Servicer Decision), shall refer any request with respect to such Major Decision or Special Servicer Decision to the extent any modificationSpecial Servicer and the Special Servicer shall process the request directly or, waiver, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not if mutually agreed to by the responsibility of Special Servicer and the Master Servicer pursuant to the last paragraph of this Section 3.24(a)Servicer, the Master Servicer shall obtain (subject to the consent of the Special Servicer, and, in each case, to ) process such request. If the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, Master Servicer and the Special Servicer shall obtain mutually agree that the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Master Servicer shall also obtain (subject to the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required ) process a request with respect to any modification, waiver, amendment, consent a Major Decision or other action with regard to any Performing Serviced LoanSpecial Servicer Decision, the Master Servicer shall promptly provide prepare and submit its written analysis and recommendation to the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it the Master Servicer that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or or consultation rights of the Controlling Class Representative or any related Whole Loan Directing Holder and/or Holder, or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent or other action. Subject to Section 3.09 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment, consent or other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default), as applicable, the Special Servicer shall notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default), as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):-222-

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Mortgage Loans, the Master Servicer (subject to the Special Servicer’s consentconsent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision) or (ii) with respect to Specially Serviced Mortgage Loans, the Special Servicer, in each case subject to any applicable consultation the consulting rights of the Operating Trust Advisor, any applicable if any, and the consent and/or consultation or consulting rights of the related Subordinate Class Representative or the Loan Combination Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representativeas applicable), may modify, waive or amend any term of any Serviced Mortgage Loan or the Loan Combination if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan or the Loan Combination pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause endanger the status of either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Mortgage Loans, to the extent any modification, waiver, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, prior to the extent any modification, waiver, amendment, consent or other taking action constitutes a Major Decision, the Special Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard (or making a determination not to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any take action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, ) shall prepare and submit its written recommendation and analysis to the related Directing Holder Special Servicer with all information reasonably available to 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, with respect to Major Decision, in each case if applicable, the consultation consulting rights of the Operating Trust Advisor, and the consent and/or consultation or consulting rights of the related Subordinate Class Representative or the Loan Combination Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative(as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 90 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 6090-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall during a Subordinate Control Period, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Subordinate Class Representative or Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist)Directing Holder, as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Subordinate Class Representative or Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist)Directing Holder, as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced the Loan Combination, such longer time period as may be provided in the related Co-Lender Intercreditor Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, subject to the Intercreditor Agreement, in the case of the Loan Combination, if the related Directing Holder Subordinate Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th 30th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Subordinate Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default)90 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing any non-Specially Serviced LoansLoan, the Master Servicer (subject to the Special Servicer’s consent, except as set forth in the last paragraph of this Section 3.24(a)), ) or (ii) with respect to any Specially Serviced LoansLoan, the Special Servicer, in each case subject to any applicable the consultation rights (if any) of the Operating Advisor, any applicable the consent and/or or consultation rights of the related Directing Holder (if any) andof the Controlling Class Representative, to the extent required in accordance with Soho-Tribeca Grand Hotel Portfolio Directing Holder or the related Co-Lender Agreement, any applicable Westfield Wheaton Directing Holder and the consultation rights (if any) of any related Serviced holder of a Pari Passu Companion Loan Holder (or its Companion Loan Holder RepresentativeRepresentative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentencesuch determination. In addition, with respect to Performing non-Specially Serviced Loans, to the extent any modification, waiver, amendment, consent amendment or other action (i) constitutes a Major Decision and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph Section 6.09(a) of this Section 3.24(a)Agreement, the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, and the Special Servicer shall obtain the consent of (as applicable): (i) with respect to the related Outside Controlling Note Holder Soho-Tribeca Grand Hotel Portfolio Whole Loan, the Soho-Tribeca Grand Hotel Portfolio Directing Holder, for so long as the holder of the Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan is the Soho-Tribeca Grand Hotel Portfolio Directing Holder; (if a Serviced Outside Controlled ii) with respect to the Westfield Wheaton Whole Loan Combination is involved(prior to the Westfield Wheaton Securitization Date), the Westfield Wheaton Directing Holder; or (iii) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and otherwise, for so long as a Control Termination Event does has not existoccurred and is not continuing (and other than with respect to an Excluded Loan then subject to an Exclusion Period), as applicablethe Controlling Class Representative. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Class Representative, the Soho-Tribeca Grand Hotel Portfolio Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist)Westfield Wheaton Directing Holder, as applicableapplicable and under the circumstances contemplated by the prior sentence, with respect to any modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any Serviced Companion Loan, or any an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer or the Master Servicer, as applicable, shall be permitted without the prior written consent of the Special Servicer or the Master Servicer, as applicable. In addition, the Special Servicer and the Master Servicer shall be authorized (subject to the Controlling Class Representative’s (or, with respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the Soho-Tribeca Grand Hotel Portfolio Directing Holder’s, for so long as the holder of the Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan is the Soho-Tribeca Grand Hotel Portfolio Directing Holder, or, with respect to the Westfield Wheaton Whole Loan (prior to the Westfield Wheaton Securitization Date), the Westfield Wheaton Directing Holder’s) consent or consultation rights, if any and as applicable, in the case of Major Decisions) to perform a modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine lender or subordinate debt holder related to a Mortgage Loan or Serviced Whole Loan. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing non-Specially Serviced LoanLoans, the Master Servicer shall promptly provide the Special Servicer with written notice of any its request for such modification, waiver, amendment, consent amendment or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, or the Controlling Class Representative (with respect to a Major Decision, the related Directing Holder any Mortgage Loan other than an Excluded Loan then subject to an Exclusion Period) may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or or consultation rights of the Controlling Class Representative (with respect to any Mortgage Loan other than an Excluded Loan then subject to an Exclusion Period) or any related Whole Loan Directing Holder and/or Holder, or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeRepresentative (as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, (a) with respect to a Serviced Whole Loan Combination(other than the Soho-Tribeca Grand Hotel Portfolio Whole Loan), such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeRepresentative and (b) with respect to the AB Whole Loan, such longer period as required by the related Co-Lender Agreement for review by any related Whole Loan Directing Holder or its designee) (or 60 30 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent amendment or other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 6030-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing with respect to a Major Decision, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(sthan in respect of an Excluded Loan then subject to an Exclusion Period) (exclusive or, in the case of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist)the AB Whole Loan for so long as the related Subordinate Companion Loan Holder is the related Whole Loan Directing Holder, the related Whole Loan Directing Holder, as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(sthan in respect of an Excluded Loan then subject to an Exclusion Period) are involved and a Control Termination Event does not exist)or related Whole Loan Directing Holder, as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combinationthe AB Whole Loan, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, subject to the Co-Lender Agreement for any Whole Loan, if the related Controlling Class Representative or Whole Loan Directing Holder Holder, if required, does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, or such longer time period as may be provided in if required by the related applicable Co-Lender Agreement) Agreement or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative (other than in respect of an Excluded Loan then subject to an Exclusion Period) and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related applicable Co-Lender Agreement) Agreement or 60 days (with respect to an Acceptable Insurance Default)30 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing non-Specially Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, any action that is not a “Master Servicer Major Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Loans, the Master Servicer (subject to the Special Servicer’s consentprocessing and/or consent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision or a Special Servicer Decision) or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable the consultation rights of the Operating Advisor, any applicable if any, the consent and/or or consultation rights of the related Directing Holder (if any) andControlling Class Representative, to and the extent required in accordance with the related Co-Lender Agreement, any applicable consultation consulting rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder RepresentativeRepresentative (as applicable), may modify, waive or amend any term of any Serviced Mortgage Loan or Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan or Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause endanger the status of either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Loans, the Master Servicer, prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) or any Special Servicer Decision shall refer the request to the extent any modificationSpecial Servicer, waiverand the Special Servicer shall process the request directly or, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not if mutually agreed to by the responsibility of Special Servicer and the Master Servicer pursuant to the last paragraph of this Section 3.24(a)Servicer, the Master Servicer shall obtain (subject to the consent of the Special Servicer) process such request, and, in each case, to and if the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, the Special Master Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loanprocesses such request, the Master Servicer shall promptly provide prepare and submit its written recommendation and analysis to the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it the Master Servicer that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, Advisor or the consent and/or or consultation rights of the related Directing Holder and/or Controlling Class Representative or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeRepresentative (as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan CombinationWhole Loan, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing with respect to a Major Decision, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related applicable Co-Lender Agreement) Agreement or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent, except as set forth processing (in the last paragraph case of this Section 3.24(a)a Mortgage Loan other than a WFBNA Mortgage Loan or a PCC Mortgage Loan) and/or consent (in the case of any Mortgage Loan) if the related modification, waiver or amendment constitutes a Special Servicer Decision or Major Decision), or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable consultation rights of the Operating Advisor, any applicable consent and/or consultation rights of the related Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing Serviced Loans, to the extent any modification, waiver, amendment, consent amendment or other action constitutes (i) constitutes a Major Decision and/or pursuant to Section 6.09(a) of this Agreement or (ii) is not the responsibility of the Master a Special Servicer pursuant to the last paragraph of this Section 3.24(a)Decision, the Master Servicer (if it is processing the request for such matter) shall obtain the consent of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment, consent amendment or other action constitutes a Major DecisionDecision pursuant to Section 6.09(a) of this Agreement, the Special Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. The Special Servicer shall process any modification, waiver, amendment or other action that constitutes a Major Decision or Special Servicer Decision with respect to (a) any Specially Serviced Loan and (b) any Performing Serviced Loan other than the WFBNA Mortgage Loans and the PCC Mortgage Loans (unless the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall process such request, subject to the consent of the Special Servicer). The Master Servicer shall process any modification, waiver, amendment or other action that constitutes a Major Decision or Special Servicer Decision with respect to (a) any Performing Serviced Loan that is a WFBNA Mortgage Loan or a PCC Mortgage Loan and (b) any Performing Serviced Loan other than the WFBNA Mortgage Loans and the PCC Mortgage Loans (if the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall process such request), subject, in the case of each of clause (a) and (b), to the consent of the Special Servicer. With respect to Performing Serviced Loans other than the WFBNA Mortgage Loans and the PCC Mortgage Loans, the Master Servicer, prior to taking action with respect to any modification, waiver, amendment or other action that constitutes a Major Decision or Special Servicer Decision (or making a determination not to take action with respect to a Major Decision or Special Servicer Decision) with respect to such Performing Serviced Loan, shall refer the request 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 process such request subject to the consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent amendment or other action that the Master Servicer is processing with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any its request for such modification, waiver, amendment, consent amendment or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, or the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or consultation rights of the related Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent amendment or other action. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment, consent amendment or other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer (subject to the Special Servicer’s consentconsent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision) or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable the consultation rights of the Operating Advisor, any applicable if any, the consent and/or or consultation rights of the related Directing Holder (if any) andControlling Class Representative, to and the extent required in accordance with the related Co-Lender Agreement, any applicable consultation consulting rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder RepresentativeRepresentative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause endanger the status of either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Loans, to the extent any modification, waiver, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, prior to the extent any modification, waiver, amendment, consent or other taking action constitutes a Major Decision, the Special Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard (or making a determination not to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any take action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, ) shall prepare and submit its written analysis to the related Directing Holder may Special Servicer with all information that the Special Servicer reasonably request requests in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, Advisor or the consent and/or or consultation rights of the related Directing Holder and/or Controlling Class Representative or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeRepresentative (as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan CombinationWhole Loan, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing with respect to a Major Decision, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, subject to the Co-Lender Agreement if the related Directing Holder Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, or such longer time period as may be provided in if required by the related applicable Co-Lender Agreement) Agreement or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related applicable Co-Lender Agreement) Agreement or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Mortgage Loans, the Master Servicer (subject to the Special Servicer’s consentconsent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision) or (ii) with respect to Specially Serviced Mortgage Loans, the Special Servicer, in each case subject to any applicable consultation the consulting rights of the Operating Advisor, any applicable if any, and the consent and/or consultation or consulting rights of the Controlling Class Representative or the related Whole Loan Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representativeas applicable), may modify, waive or amend any term of any Serviced Mortgage Loan or Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan or Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either endanger the status of any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Mortgage Loans, to the extent any modification, waiver, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, prior to the extent any modification, waiver, amendment, consent or other taking action constitutes a Major Decision, the Special Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard (or making a determination not to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any take action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, ) shall prepare and submit its written recommendation and analysis to the related Directing Holder Special Servicer with all information reasonably available to 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, with respect to Major Decision, in each case if applicable, the consultation consulting rights of the Operating Advisor, and the consent and/or consultation or consulting rights of the Controlling Class Representative or the related Whole Loan Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative(as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer period as if required by the related Co-Lender applicable Intercreditor Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Intercreditor Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist)or related Whole Loan Directing Holder, as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist)or related Whole Loan Directing Holder, as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan CombinationWhole Loan, such longer time period as may be provided in the related Co-Lender Intercreditor Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, subject to the Intercreditor Agreement, in the case of a Whole Loan, if the related Whole Loan Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, or such longer time period as may be provided in if required by the related Co-Lender Agreement) applicable Intercreditor Agreement or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Whole Loan Directing Holder, Holder and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related Co-Lender Agreement) applicable Intercreditor Agreement or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing Serviced Loans, the Master Servicer (subject to the Special Servicer’s consentconsent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision) or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable consultation the consulting rights of the Operating Advisor, any applicable if any, the consent and/or consultation or consulting rights of the related Directing Holder (if any) andControlling Class Representative, to and the extent required in accordance with the related Co-Lender Agreement, any applicable consultation consulting rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder RepresentativeRepresentative (as applicable), may modify, waive or amend any term of any Serviced Mortgage Loan or Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan or Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing Serviced Loans, to the extent any modification, waiver, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, prior to the extent any modification, waiver, amendment, consent or other taking action constitutes a Major Decision, the Special Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard (or making a determination not to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any take action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, ) shall prepare and submit its written recommendation and analysis to the related Directing Holder Special Servicer with all information reasonably available to 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, with respect to Major Decision, in each case if applicable, the consultation consulting rights of the Operating Advisor, the consent and/or consultation or consulting rights of the related Directing Holder and/or Controlling Class Representative, or the consultation consulting rights of any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeRepresentative (as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combinationsuch 15 Business Day period, such longer period as required by the related Co-Lender Intercreditor Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicableRepresentative, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related Co-Lender Agreement) applicable Intercreditor Agreement or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Mortgage Loans, the Master Servicer (subject to the Special Servicer’s consentconsent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision) or (ii) with respect to Specially Serviced Mortgage Loans, the Special Servicer, in each case subject to any applicable consultation the consulting rights of the Operating Advisor, any applicable if any, and the consent and/or consultation or consulting rights of the related Controlling Class Representative or the Whole Loan Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representativeas applicable), may modify, waive or amend any term of any Serviced Mortgage Loan or the Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan or the Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause endanger the status of either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Mortgage Loans, to the extent any modification, waiver, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, prior to the extent any modification, waiver, amendment, consent or other taking action constitutes a Major Decision, the Special Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard (or making a determination not to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any take action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, ) shall prepare and submit its written recommendation and analysis to the related Directing Holder Special Servicer with all information reasonably available to 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, with respect to Major Decision, in each case if applicable, the consultation consulting rights of the Operating Advisor, and the consent and/or consultation or consulting rights of the related Controlling Class Representative or the Whole Loan Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative(as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 90 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 6090-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist)or Whole Loan Directing Holder, as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist)or Whole Loan Directing Holder, as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 30 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combinationthe Whole Loan, such longer time period as may be provided in the related Co-Lender Intercreditor Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, subject to the Intercreditor Agreement, in the case of the Whole Loan, if the related Directing Holder Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th 30th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default)90 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent, except as set forth in the last paragraph of this Section 3.24(a)), or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable consultation rights of the Operating Advisor, any applicable consent and/or or consultation rights of the related Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, and any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing Serviced Loans, to the extent any modification, waiver, amendment, consent amendment or other action (i) constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment, consent amendment or other action constitutes a Major DecisionDecision pursuant to Section 6.09(a) of this Agreement, the Special Servicer shall shall, for so long as a Control Termination Event has not occurred and is not continuing, obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and Directing Holder. For so long as a Control Termination Event does has not exist)occurred and is not continuing, as applicable. The the Special Servicer shall also obtain the consent of the related Outside Controlling Note Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent amendment or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any its request for such modification, waiver, amendment, consent amendment or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, or the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or or consultation rights of the related Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent amendment or other action. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment, consent amendment or other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, if and for so long as a Control Termination Event has not occurred and is not continuing, the Special Servicer shall notify the related Outside Controlling Note Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):to:

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Loans, the Master Servicer (subject to the Special Servicer’s consentprocessing and/or consent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision or a Special Servicer Decision) or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable the consultation rights of the Operating Advisor, any applicable if any, and the consent and/or or consultation rights of the related Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), Controlling Class Representative may modify, waive or amend any term of any Serviced Mortgage Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause endanger the status of either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Loans, the Master Servicer, prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) or any Special Servicer Decision shall refer the request to the extent any modificationSpecial Servicer, waiverwhich shall process the request directly or, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not if mutually agreed to by the responsibility of Special Servicer and the Master Servicer pursuant to the last paragraph of this Section 3.24(a)Servicer, the Master Servicer shall obtain (subject to the consent of the Special Servicer) process such request, and, in each case, to and if the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, the Special Master Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loanprocesses such request, the Master Servicer shall promptly provide prepare and submit its written recommendation and analysis to the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it the Master Servicer that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or or consultation rights of the related Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) Controlling Class Representative to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing with respect to a Major Decision, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Loans (other than the Non-Serviced Trust Loans), the Master Servicer (subject to the Special Servicer’s consentconsent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision) or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable consultation the consulting rights of the Operating Advisor, any applicable if any, and the consent and/or consultation or consulting rights of the related Directing Holder Controlling Class Representative (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representativeas applicable), may modify, waive or amend any term of any Serviced Mortgage Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause endanger the status of either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Loans, to the extent any modification, waiver, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, prior to the extent any modification, waiver, amendment, consent or other taking action constitutes a Major Decision, the Special Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard (or making a determination not to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any take action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, ) shall prepare and submit its written recommendation and analysis to the related Directing Holder Special Servicer with all information reasonably available to 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, with respect to Major Decision, in each case if applicable, the consultation consulting rights of the Operating Advisor, and the consent and/or consultation or consulting rights of the related Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Controlling Class Representative) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder Controlling Class Representatives does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related Coapplicable Non-Lender Agreement) Serviced Intercreditor Agreement or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent, except as set forth in the last paragraph of this Section 3.24(a)), ) or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable consultation rights of the Operating Advisor, any Advisor and the applicable consent and/or or consultation rights of the related Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of Controlling Class Representative and any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced Mortgage Loan or Serviced Loan Combination if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan or Serviced Loan Combination pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing Serviced Loans, to the extent any modification, waiver, amendment, consent amendment or other action (i) constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment, consent amendment or other action constitutes a Major DecisionDecision pursuant to Section 6.09(a) of this Agreement, the Special Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicableRepresentative. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced LoanMortgage Loan or Serviced Loan Combination, or any an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent amendment or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any its request for such modification, waiver, amendment, consent amendment or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, or the related Directing Holder Controlling Class Representative may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or or consultation rights of the related Directing Holder Controlling Class Representative and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent amendment or other action. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent amendment or other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, if and for so long as a Control Termination Event has not occurred and is not continuing, the Special Servicer shall notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing HolderControlling Class Representative, and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder Controlling Class Representative under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):to:

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer (subject to the Special Servicer’s consentprocessing and/or consent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision or a Special Servicer Decision) or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable the consultation rights of the Operating Advisor, any applicable if any, the consent and/or or consultation rights of the related Directing Holder (if any) andControlling Class Representative, to and the extent required in accordance with the related Co-Lender Agreement, any applicable consultation consulting rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder RepresentativeRepresentative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause endanger the status of either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Loans, the Master Servicer, prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) or any Special Servicer Decision shall refer the request to the extent any modificationSpecial Servicer, waiverand the Special Servicer shall process the request directly or, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not if mutually agreed to by the responsibility of Special Servicer and the Master Servicer pursuant to the last paragraph of this Section 3.24(a)Servicer, the Master Servicer shall obtain (subject to the consent of the Special Servicer) process such request, and, in each case, to and if the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, the Special Master Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loanprocesses such request, the Master Servicer shall promptly provide prepare and submit its written recommendation and analysis to the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it the Master Servicer that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, Advisor or the consent and/or or consultation rights of the related Directing Holder and/or Controlling Class Representative or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeRepresentative (as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan CombinationWhole Loan, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing with respect to a Major Decision, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist)or related Whole Loan Directing Holder, as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist)or related Whole Loan Directing Holder, as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combinationthe AB Whole Loan, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, subject to the Co-Lender Agreement if the related Directing Holder Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, or such longer time period as may be provided in if required by the related applicable Co-Lender Agreement) Agreement or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related applicable Co-Lender Agreement) Agreement or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent, except as set forth in the last paragraph of this Section 3.24(a)), or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable consultation rights of the Operating Advisor, any applicable consent and/or consultation rights of the related Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing Serviced Loans, to the extent any modification, waiver, amendment, consent amendment or other action (i) constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment, consent amendment or other action constitutes a Major DecisionDecision pursuant to Section 6.09(a) of this Agreement, the Special Servicer shall shall, prior to the occurrence and continuance of an applicable Control Termination Event, obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or Directing Holder. Prior to the Controlling Class Representative (if any other Serviced Loan(s) (exclusive occurrence and continuance of any Excluded Mortgage Loan(s)) are involved and a an applicable Control Termination Event does not exist)Event, as applicable. The the Special Servicer shall also obtain the consent of the related Outside Controlling Note Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent amendment or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any its request for such modification, waiver, amendment, consent amendment or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, or the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or consultation rights of the related Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent amendment or other action. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment, consent amendment or other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, if and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Special Servicer shall notify the related Outside Controlling Note Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):to:

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non Specially Serviced Loans, the Special Servicer (with respect to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any modification, waiver or amendment that constitutes a Major Decision or a Special Servicer Decision, the Master Servicer shall process and determine whether to consent to, subject to the consent of the Special Servicer, such modification, waiver or amendment) or the Master Servicer (subject with respect to the any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer’s consent, except as set forth in the last paragraph of this Section 3.24(a)), Servicer Decision) or (ii) with respect to any Specially Serviced LoansLoan, the Special Servicer, in each case subject to any applicable consent or consultation rights (if any) of the Operating Advisor, any applicable the consent and/or or consultation rights of the related Directing Holder (if any) and, to of the extent required in accordance with Controlling Class Representative and the related Co-Lender Agreement, any applicable consultation rights (if any) of any related Serviced holder of a Pari Passu Companion Loan Holder (or its Companion Loan Holder RepresentativeRepresentative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentencesuch determination. In addition, subject to the next sentence, with respect to Performing non-Specially Serviced Loans, the Master Servicer, prior to taking any action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) and prior to taking any action with respect to a Special Servicer Decision (or making a determination not to take action with respect to a Special Servicer Decision), shall refer any request with respect to such Major Decision or Special Servicer Decision to the extent any modificationSpecial Servicer and the Special Servicer shall process the request directly or, waiver, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not if mutually agreed to by the responsibility of Special Servicer and the Master Servicer pursuant to the last paragraph of this Section 3.24(a)Servicer, the Master Servicer shall obtain (subject to the consent of the Special Servicer, and, in each case, to ) process such request. If the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, Master Servicer and the Special Servicer shall obtain mutually agree that the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Master Servicer shall also obtain (subject to the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required ) process a request with respect to any modification, waiver, amendment, consent a Major Decision or other action with regard to any Performing Serviced LoanSpecial Servicer Decision, the Master Servicer shall promptly provide prepare and submit its written analysis and recommendation to the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it the Master Servicer that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or or consultation rights of the related Directing Holder and/or Controlling Class Representative, or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeRepresentative (as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or amendment or other actionaction that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.09 3.10 of this Agreement, if the Master Servicer is processing the request for a Major Decision or Special Servicer Decision, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan CombinationWhole Loan, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 30 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent Major Decision or other action Special Servicer Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 6030-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing with respect to a Major Decision, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combinationthe AB Whole Loan, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, subject to the Co-Lender Agreement for any Whole Loan, if the related Directing Holder Controlling Class Representative, if required, does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, or such longer time period as may be provided in if required by the related applicable Co-Lender Agreement) Agreement or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Master Servicer processes such request and the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related applicable Co-Lender Agreement) Agreement or 60 days (with respect to an Acceptable Insurance Default)30 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing non-Specially Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to any action that is neither a Major Decision nor a Special Servicer Decision. No modification, waiver or amendment of any Co-Lender Agreement related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any Serviced Companion Loan, or an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the following (each rights, duties and obligations of the followingSpecial Servicer or the Master Servicer, a “as applicable, shall be permitted without the prior written consent of the Special Servicer or the Master Servicer Decision”):Servicer, as applicable.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Loans [(other than the Non-Serviced Mortgage Loans, ),] the Master Servicer (subject to the Special Servicer’s consentprocessing and/or consent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision or a Special Servicer Decision) or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable the consultation rights of the Operating Advisor, any applicable if any, the consent and/or or consultation rights of the related Directing Holder (if any) andControlling Class Representative, to and the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder RepresentativeRepresentative (as applicable), may modify, waive or amend any term of any Serviced Mortgage Loan or Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan or Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause endanger the status of either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Loans, the Master Servicer, prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) or any Special Servicer Decision shall refer the request to the extent any modificationSpecial Servicer, waiverwhich shall process the request directly or, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not if mutually agreed to by the responsibility of Special Servicer and the Master Servicer pursuant to the last paragraph of this Section 3.24(a)Servicer, the Master Servicer shall obtain (subject to the consent of the Special Servicer) process such request, and, in each case, to and if the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, the Special Master Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loanprocesses such request, the Master Servicer shall promptly provide prepare and submit its written recommendation and analysis to the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it the Master Servicer that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or or consultation rights of the related Directing Holder and/or Controlling Class Representative, or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeRepresentative (as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combinationsuch 15 Business Day period, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing with respect to a Major Decision, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related applicable Co-Lender Agreement) Agreement or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing any non-Specially Serviced LoansLoan, the Master Servicer (subject to the Special Servicer’s consent, except as set forth in the last paragraph of this Section 3.24(a)), ) or (ii) with respect to any Specially Serviced LoansLoan, the Special Servicer, in each case subject to any applicable the consultation rights (if any) of the Operating Advisor, any applicable the consent and/or or consultation rights of the related Directing Holder (if any) andof the Controlling Class Representative, to the extent required in accordance with Soho-Tribeca Grand Hotel Portfolio Directing Holder or the related Co-Lender Agreement, any applicable Westfield Wheaton Directing Holder and the consultation rights (if any) of any related Serviced holder of a Pari Passu Companion Loan Holder (or its Companion Loan Holder RepresentativeRepresentative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentencesuch determination. In addition, with respect to Performing non-Specially Serviced Loans, to the extent any modification, waiver, amendment, consent amendment or other action (i) constitutes a Major Decision and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph Section 6.09(a) of this Section 3.24(a)Agreement, the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, and the Special Servicer shall obtain the consent of (as applicable): (i) with respect to the related Outside Controlling Note Holder Soho-Tribeca Grand Hotel Portfolio Whole Loan, the Soho-Tribeca Grand Hotel Portfolio Directing Holder, for so long as the holder of the Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan is the Soho-Tribeca Grand Hotel Portfolio Directing Holder; (if a Serviced Outside Controlled ii) with respect to the Westfield Wheaton Whole Loan Combination is involved(prior to the Westfield Wheaton Securitization Date), the Westfield Wheaton Directing Holder; or (iii) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and otherwise, for so long as a Control Termination Event does has not exist)occurred and is not continuing, as applicablethe Controlling Class Representative. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Class Representative, the Soho-Tribeca Grand Hotel Portfolio Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist)Westfield Wheaton Directing Holder, as applicableapplicable and under the circumstances contemplated by the prior sentence, with respect to any modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any Serviced Companion Loan, or any an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer or the Master Servicer, as applicable, shall be permitted without the prior written consent of the Special Servicer or the Master Servicer, as applicable. In addition, the Special Servicer and the Master Servicer shall be authorized (subject to the Controlling Class Representative’s (or, with respect to the Soho-Tribeca Grand Hotel Portfolio Whole Loan, the Soho-Tribeca Grand Hotel Portfolio Directing Holder’s, for so long as the holder of the Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan is the Soho-Tribeca Grand Hotel Portfolio Directing Holder, or, with respect to the Westfield Wheaton Whole Loan (prior to the Westfield Wheaton Securitization Date), the Westfield Wheaton Directing Holder’s) consent or consultation rights, as applicable, in the case of Major Decisions) to perform a modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine lender or subordinate debt holder related to a Mortgage Loan or Serviced Whole Loan. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing non-Specially Serviced LoanLoans, the Master Servicer shall promptly provide the Special Servicer with written notice of any its request for such modification, waiver, amendment, consent amendment or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, or the related Directing Holder Controlling Class Representative may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or or consultation rights of the Controlling Class Representative or any related Whole Loan Directing Holder and/or Holder, or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeRepresentative (as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, (a) with respect to a Serviced Whole Loan Combination(other than the Soho-Tribeca Grand Hotel Portfolio Whole Loan), such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeRepresentative and (b) with respect to the AB Whole Loan, such longer period as required by the related Co-Lender Agreement for review by any related Whole Loan Directing Holder or its designee) (or 60 30 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent amendment or other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 6030-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing with respect to a Major Decision, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive or, in the case of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist)the AB Whole Loan for so long as the related Subordinate Companion Loan Holder is the related Whole Loan Directing Holder, the related Whole Loan Directing Holder, as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist)or related Whole Loan Directing Holder, as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combinationthe AB Whole Loan, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, subject to the Co-Lender Agreement for any Whole Loan, if the related Controlling Class Representative or Whole Loan Directing Holder Holder, if required, does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, or such longer time period as may be provided in if required by the related applicable Co-Lender Agreement) Agreement or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related applicable Co-Lender Agreement) Agreement or 60 days (with respect to an Acceptable Insurance Default)30 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing non-Specially Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, any action that is not a “Master Servicer Major Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Mortgage Loans, the Master Servicer (subject to the Special Servicer’s consentconsent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision) or (ii) with respect to Specially Serviced Mortgage Loans, the Special Servicer, in each case subject to any applicable consultation the consulting rights of the Operating Advisor, any applicable if any, and the consent and/or consultation or consulting rights of the related Controlling Class Representative or the [_____] Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representativeas applicable), may modify, waive or amend any term of any Serviced Mortgage Loan or the Split-Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan or the Split-Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with With respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Mortgage Loans, to the extent any modification, waiver, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, prior to the extent any modification, waiver, amendment, consent or other taking action constitutes a Major Decision, the Special Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard (or making a determination not to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any take action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, ) shall prepare and submit its written recommendation and analysis to the related Directing Holder Special Servicer with all information reasonably available to 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, with respect to Major Decision, in each case if applicable, the consultation consulting rights of the Operating Advisor, and the consent and/or consultation or consulting rights of the related Controlling Class Representative or the Split-Loan Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative(as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if period, for so long as a Subordinate Control Period is in effect, is required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default), as applicable, the Special Servicer shall notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist)or Split-Loan Directing Holder, as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist)or Split-Loan Directing Holder, as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combinationthe Split-Loan, such longer time period as may be provided in the related Co-Lender Intercreditor Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, subject to the Intercreditor Agreement, in the case of the Split-Loan, if the related Controlling Class Representative or Split-Loan Directing Holder Holder, as applicable, does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, after such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencerequest, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default), as applicableDays, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer (subject to the Special Servicer’s consentprocessing and/or consent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision or a Special Servicer Decision) or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable the consultation rights of the Operating Advisor, any applicable if any, and the consent and/or or consultation rights of the related Directing Holder (if any) andControlling Class Representative, to and the extent required in accordance with the related Co-Lender Agreement, any applicable consultation consulting rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder RepresentativeRepresentative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause endanger the status of either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Loans, the Master Servicer, prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) or any Special Servicer Decision shall refer the request to the extent any modificationSpecial Servicer, waiverand the Special Servicer shall process the request directly or, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not if mutually agreed to by the responsibility of Special Servicer and the Master Servicer pursuant to the last paragraph of this Section 3.24(a)Servicer, the Master Servicer shall obtain (subject to the consent of the Special Servicer) process such request, and, in each case, to and if the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, the Special Master Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loanprocesses such request, the Master Servicer shall promptly provide prepare and submit its written recommendation and analysis to the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it the Master Servicer that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or or consultation rights of the related Directing Holder Controlling Class Representative, and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeRepresentative (as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan CombinationWhole Loan, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing with respect to a Major Decision, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related applicable Co-Lender Agreement) Agreement or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing Serviced Loans, the Special Servicer (absent a mutual agreement between the Master Servicer and the Special Servicer that, in connection with any modification, waiver or amendment that constitutes a Major Decision or a Special Servicer Decision, the Master Servicer shall determine and process, subject to the consent of the Special Servicer, such modification, waiver or amendment) or the Master Servicer ((A) subject to the consent of the Special Servicer’s consentServicer if the subject modification, except as set forth in waiver or amendment constitutes a Major Decision or a Special Servicer Decision and the last paragraph Master Servicer and the Special Servicer mutually agreed that the Master Servicer shall determine and processs such modification, waiver or amendment or (B) without consent of this Section 3.24(a)the Special Servicer if the subject modification, waiver or amendment does not constitute a Major Decision or a Special Servicer Decision), or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to Section 3.09 of this Agreement (with respect to any waiver of due-on-sale or due-on-encumbrance provisions), Section 6.09 of this Agreement, any applicable consultation rights of the Operating Advisor, any applicable consent and/or or consultation rights of the related Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, and any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Unless otherwise agreed to between the Master Servicer and the Special Servicer pursuant to this Section 3.24, the Special Servicer, without any consent of the Master Servicer but subject to any applicable consultation rights of the Operating Advisor, any applicable consent or consultation rights of the Directing Holder and any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), shall process and determine whether to consent to or approve all Major Decisions or Special Servicer Decisions, irrespective of whether the related Serviced Loan is a Performing Serviced Loan or a Specially Serviced Loan. The Special Servicer and the Master Servicer may rely on an Opinion of Counsel mutually agree that the Master Servicer shall process any Major Decision or Special Servicer Decision with respect to a Performing Serviced Loan, provided that the determination described in clause (B) Master Servicer shall obtain the Special Servicer’s prior consent with respect to any such Major Decision or Special Servicer Decision. With respect to any Performing Serviced Loan, the Master Servicer, without the consent of the immediately preceding sentenceSpecial Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to any action that is neither a Major Decision nor a Special Servicer Decision. In addition, subject to the next sentence, with respect to Performing Serviced Loans, the Master Servicer, prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision), and prior to taking any action with respect to any Special Servicer Decision (or making a determination not to take action with respect to a Special Servicer Decision), shall refer any request with respect to any Major Decision or Special Servicer Decision to the extent any modificationSpecial Servicer, waiverand the Special Servicer shall process the request directly or, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not if mutually agreed to by the responsibility of Special Servicer and the Master Servicer pursuant to the last paragraph of this Section 3.24(a)Servicer, the Master Servicer shall obtain (subject to the consent of the Special Servicer, and, in each case, to ) process such request. If the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, Master Servicer and the Special Servicer shall obtain mutually agree that the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Master Servicer shall also obtain (subject to the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required ) process a request with respect to any modification, waiver, amendment, consent a Major Decision or other action with regard to any Performing Serviced LoanSpecial Servicer Decision, the Master Servicer shall promptly provide prepare and submit its written recommendation and analysis to the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it the Master Servicer that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, the consent and/or or consultation rights of the related Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve or disapprove such any modification, waiver, amendment, consent amendment or other actionaction that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.09 3.10 of this Agreement, if the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process a request with respect to a Major Decision or Special Servicer Decision, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it reasonably requested from the Master Servicer, Servicer to analyze and approve such modification, waiver, amendment, consent Major Decision or other action Special Servicer Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Co- Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, if and for so long as a Control Termination Event has not occurred and is not continuing, the Special Servicer shall notify the related Outside Controlling Note Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent amendment or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Directing Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, and if the Master Servicer processes such request and the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer (subject to the Special Servicer’s consentprocessing and/or consent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision or a Special Servicer Decision) or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable the consultation rights of the Operating Advisor, any applicable if any, and the consent and/or or consultation rights of the related Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), Controlling Class Representative may modify, waive or amend any term of any Serviced Mortgage Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause endanger the status of either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Loans, the Master Servicer, prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) or any Special Servicer Decision shall refer the request to the extent any modificationSpecial Servicer, waiverand the Special Servicer shall process the request directly or, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not if mutually agreed to by the responsibility of Special Servicer and the Master Servicer pursuant to the last paragraph of this Section 3.24(a)Servicer, the Master Servicer shall obtain (subject to the consent of the Special Servicer) process such request, and, in each case, to and if the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, the Special Master Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loanprocesses such request, the Master Servicer shall promptly provide prepare and submit its written recommendation and analysis to the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it the Master Servicer that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights of the Operating Advisor, Advisor or the consent and/or or consultation rights of the related Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeControlling Class Representative (as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing with respect to a Major Decision, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related applicable Co-Lender Agreement) Agreement or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Mortgage Loans, the Master Servicer (subject to the Special Servicer’s consentconsent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision) or (ii) with respect to Specially Serviced Mortgage Loans, the Special Servicer, in each case subject to any applicable consultation the consulting rights of the Operating Advisor, any applicable if any, and the consent and/or consultation or consulting rights of the related Controlling Class Representative or the Whole Loan Directing Holder (if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representativeas applicable), may modify, waive or amend any term of any Serviced Mortgage Loan or Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan or Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Code Section 860G(d)) of the Code, but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentenceCode). In addition, with With respect to Performing non-Specially Serviced Mortgage Loans, to the extent any modification, waiver, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not the responsibility of the Master Servicer pursuant to the last paragraph of this Section 3.24(a), the Master Servicer shall obtain the consent of the Special Servicer, and, in each case, prior to the extent any modification, waiver, amendment, consent or other taking action constitutes a Major Decision, the Special Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard (or making a determination not to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any take action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, ) shall prepare and submit its written recommendation and analysis to the related Directing Holder Special Servicer with all information reasonably available to 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, with respect to Major Decision, in each case if applicable, the consultation consulting rights of the Operating Advisor, and the consent and/or consultation or consulting rights of the related Controlling Class Representative or the Whole Loan Directing Holder and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative(as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 fifteen (15) Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 fifteen (15) Business Day period or such longer period if period, for so long as a Control Termination Event has not occurred and is not continuing, is required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default), as applicable, the Special Servicer shall notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist)or Whole Loan Directing Holder, as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist)or Whole Loan Directing Holder, as applicable, shall have 10 ten (10) Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combinationany Whole Loan, such longer time period as may be provided in the related Co-Lender Intercreditor Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, subject to the Intercreditor Agreement, in the case of the Whole Loan, if the related Directing Holder Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, after such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencerequest, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 fifteen (15) Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days (with respect to an Acceptable Insurance Default), as applicableDays, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.

Modifications, Waivers and Amendments. (a) (i) With respect to Performing non-Specially Serviced Loans [(other than the Non-Serviced Mortgage Loans, ),] the Master Servicer (subject to the Special Servicer’s consentprocessing and/or consent if the subject modification, except as set forth in the last paragraph of this Section 3.24(a)), waiver or amendment constitutes a Major Decision or a Special Servicer Decision) or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable the consultation rights of the Operating Advisor, any applicable if any, the consent and/or or consultation rights of the related Directing Holder (if any) andControlling Class Representative, to and the extent required in accordance with the related Co-Lender Agreement, any applicable consultation consulting rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder RepresentativeRepresentative (as applicable), may modify, waive or amend any term of any Serviced Mortgage Loan or Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Serviced Mortgage Loan or Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause endanger the status of either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence. In addition, with respect to Performing non-Specially Serviced Loans, the Master Servicer, prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) or any Special Servicer Decision shall refer the request to the extent any modificationSpecial Servicer, waiverwhich shall process the request directly or, amendment, consent or other action (i) constitutes a Major Decision and/or (ii) is not if mutually agreed to by the responsibility of Special Servicer and the Master Servicer pursuant to the last paragraph of this Section 3.24(a)Servicer, the Master Servicer shall obtain (subject to the consent of the Special Servicer) process such request, and, in each case, to and if the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, the Special Master Servicer shall obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Specially Serviced Loan. No modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without the prior written consent of the Special Servicer. When the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing Serviced Loanprocesses such request, the Master Servicer shall promptly provide prepare and submit its written recommendation and analysis to the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it the Master Servicer that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation consulting rights of the Operating Advisor, the consent and/or consultation or consulting rights of the related Directing Holder and/or Controlling Class Representative, or the consultation consulting rights of any related Serviced Companion Loan Holder or its Companion Loan Holder RepresentativeRepresentative (as applicable)) to approve or disapprove such any modification, waiver, amendment, consent waiver or other actionamendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.09 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combinationsuch 15 Business Day period, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), ) (from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested from the Master Servicer, ) to analyze and approve such modification, waiver, amendment, consent or other action Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default)period, as applicable, the Special Servicer shall for so long as a Control Termination Event has not occurred and is not continuing with respect to a Major Decision, is required to notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any such event, if the related Directing Holder Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentencesuch request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, or such longer time period if required by the related applicable Co-Lender Agreement) Agreement or 60 days (with respect to an Acceptable Insurance Default)days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to any Performing Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of this Agreement, the Master Servicer, without the consent of the Special Servicer, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following, a “Master Servicer Decision”):.