Common use of Modifications, Waivers and Amendments Clause in Contracts

Modifications, Waivers and Amendments. (a) (i) With respect to 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced Loan, the Special Servicer, in each case subject to any applicable consent or consultation rights (if any) of the Operating Advisor, the consent or consultation rights (if any) of the Controlling Class Representative, the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and the consultation rights (if any) of any related holder of a Pari Passu Companion Loan or its Companion Loan Holder Representative (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 for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust (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 such determination. In addition, subject to the next sentence, with respect to 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 Special Servicer and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision, the Master Servicer shall prepare and submit its written analysis and recommendation to the 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 the consultation rights of the Operating Advisor, the consent or consultation rights of the Controlling Class Representative or any related Whole Loan Directing Holder, or the consultation rights of any related Companion Loan Holder or its Companion Loan Holder Representative (as

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Loans, the Special Master Servicer (with respect subject to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any Servicer’s processing and/or consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanLoans, the Special Servicer, in each case subject to any applicable consent or the consultation rights (if any) of the Operating Advisor, if any, the consent or consultation rights (if any) of the Controlling Class Representative, the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and the consultation consulting rights (if any) of any related holder of a Pari Passu Companion Loan Holder or its Companion Loan Holder Representative (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 for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust 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 such determination. In addition, subject to the next sentence, with respect to 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 or 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 the request with respect to such Major Decision or Special Servicer Decision to the Special Servicer Servicer, and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If , and if the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decisionprocesses such request, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation rights of the Operating Advisor, Advisor or the consent or consultation rights of the Controlling Class Representative or any related Whole Loan Directing Holder, or the consultation rights of any related Companion Loan Holder or its Companion Loan Holder Representative (asas applicable)) to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Whole Loan, such longer period as required by the related Co-Lender Agreement for review by any related 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 information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such 15 Business Day period or 60-day period, as applicable, 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 Controlling Class Representative of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative 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 to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, if the Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or 20th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or such longer period if required by the applicable Co-Lender Agreement or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or Whole Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing the Trustee, the Certificate Administrator, the Depositor, any related Companion Loan Holder (in the case of a Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or Whole Loan and the date thereof, and shall deliver a copy to the Trustee, any related Companion Loan Holder (in the case of a Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer the name of the current related Companion Loan Holder. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Companion Loan Holder from the Master Servicer, the Special Servicer shall notify the related Companion Loan Holder that the related Whole Loan became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide (on a reasonably prompt basis) such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) [Reserved] (f) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Whole Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or Whole Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any.

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Loans (other than the Non-Serviced Mortgage Loans), the Special Servicer (with respect to any Major Decision or Special Servicer Decision, unless the Master Servicer and (subject to the Special Servicer mutually agree that, in connection with any Servicer’s consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanLoans, the Special Servicer, in each case subject to any applicable consent or the consultation rights (if any) of the Operating Advisor, if any, the consent or consultation rights (if any) of the Controlling Class Representative, the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and the consultation consulting rights (if any) of any related holder of a Pari Passu Companion Loan Holder or its Companion Loan Holder Representative (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 for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust 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 such determination. In addition, subject to the next sentence, with respect to 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 Special Servicer and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision, the Master Servicer shall prepare and submit its written analysis and recommendation to the Special Servicer with all information reasonably available to the Master Servicer that the Special Servicer may reasonably request requests in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to the consultation rights of the Operating Advisor, Advisor or the consent or consultation rights of the Controlling Class Representative or any related Whole Loan Directing Holder, or the consultation rights of any related Companion Loan Holder or its Companion Loan Holder Representative (asas applicable)) to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Whole Loan, such longer period as required by the related Co-Lender Agreement for review by any related 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 information it requested from the Master Servicer) to analyze and approve such 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, as applicable, 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 Controlling Class Representative of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative 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 to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, subject to the Co-Lender Agreement if the Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or such longer period if required by the applicable Co-Lender Agreement or 20th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or such longer period if required by the applicable Co-Lender Agreement or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or Serviced Whole Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing the Trustee, the Certificate Administrator, the Depositor, any related Companion Loan Holder (in the case of a Serviced Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan and the date thereof, and shall deliver a copy to the Trustee, any related Companion Loan Holder (in the case of a Serviced Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer the name of the current related Companion Loan Holder. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Companion Loan Holder from the Master Servicer, the Special Servicer shall notify the related Companion Loan Holder that the related Serviced Whole Loan became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide (on a reasonably prompt basis) such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) [Reserved]. (f) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Serviced Whole Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or Serviced Whole Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or Serviced Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or Serviced Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. If, following any such release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or Special Servicer, as applicable, will require a payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail to be a Qualified Mortgage. (i) If and to the extent that the Trust, as holder of a Non-Serviced Mortgage Loan, is entitled to consent to or approve any modification, waiver or amendment of such Non-Serviced Mortgage Loan, the Master Servicer (with respect to the Non-Serviced Mortgage Loan that is not part of a “Specially Serviced Loan” as such term is defined in the applicable Other Pooling and Servicing Agreement) and the Controlling Class Representative (with respect to the Non-Serviced Mortgage Loan that is part of a “Specially Serviced Loan” as such term is defined in the applicable Other Pooling and Servicing Agreement) shall be responsible for responding to any request for such consent or approval in accordance with the Servicing Standard, and subject to Section 3.01(i), subject to the same conditions and/or restrictions, as if such Non-Serviced Mortgage Loan was a non-Specially Serviced Loan. Insofar as any other Person would have consent rights hereunder with respect to a similar modification, waiver or amendment of a Mortgage Loan that is a non-Specially Serviced Loan, such Person shall likewise have the same consent rights, subject to the same conditions and/or restrictions, with respect to such modification, waiver or amendment of such Non-Serviced Mortgage Loan. In addition, to the extent the holder of the Non-Serviced Mortgage Loan is entitled to exercise consultation rights and attend annual meetings with an Other Master Servicer and an Other Special Servicer pursuant to the related Co-Lender Agreement, such rights shall be exercised by the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing).

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Mortgage Loans, the Special Master Servicer (with respect subject to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any Servicer’s consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanMortgage Loans, the Special Servicer, in each case subject to any applicable consent or consultation the consulting rights (if any) of the Operating Advisor, if any, and the consent or consultation consulting rights (if any) of the Controlling Class Representative, Representative or the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Whole Loan Directing Holder and the consultation rights (if any) of any related holder of a Pari Passu Companion Loan or its Companion Loan Holder Representative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Serviced 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 Mortgage Loan or Serviced 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 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 such determination. In addition, subject to the next sentence, with respect to non-Specially Serviced Mortgage Loans, the Master Servicer, prior to taking any action with respect to any 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 Special Servicer and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation consulting rights of the Operating Advisor, and the consent or consultation consulting rights of the Controlling Class Representative or the Whole Loan Directing Holder (as applicable)) to approve or disapprove any related modification, waiver or amendment that constitutes a Major Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or 90 days with respect to an Acceptable Insurance Default) (from the date that the Special Servicer receives the information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such 15 Business Day period or 90-day period, as applicable, for so long as a Control Termination Event has not occurred and is not continuing, is required to notify the Controlling Class Representative or Whole Loan Directing Holder, as applicable, of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative or Whole Loan Directing Holder, as applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 30 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the consultation rights Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to the Whole Loan, such longer time period as may be provided in the Intercreditor Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, subject to the Intercreditor Agreement, in the case of the Whole Loan, if the Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or 30th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or 90 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or the Whole Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Depositor, the Companion Loan Holder (only in the case of the Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or the Whole Loan and the date thereof, and shall deliver a copy to the Trustee, the Companion Loan Holder (only in the case of the Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or the Whole Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer the name of the current Companion Loan Holder. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Mortgage Loan. Upon receipt of the name of such current Companion Loan Holder from the Master Servicer, the Special Servicer shall notify the Companion Loan Holder that the Whole Loan became a Specially Serviced Mortgage Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) With respect to the Whole Loan, if the Intercreditor Agreement requires the Special Servicer to prepare and deliver an “Asset Status Report” after such Mortgage Loan becomes a Specially Serviced Mortgage Loan for approval of the Whole Loan Directing Holder (with respect to the Whole Loan, for so long as the Companion Loan Holder or its Companion designee is the Whole Loan Holder Representative Directing Holder), subject to the limitations contained in the Intercreditor Agreement, the Special Servicer will comply with the terms of the Intercreditor Agreement with respect thereto. (asf) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or the Whole Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or the Whole Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or the Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or the Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any.

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Loans (other than the Non-Serviced Mortgage Loans), the Special Servicer (with respect to any Major Decision or Special Servicer Decision, unless the Master Servicer and (subject to the Special Servicer mutually agree that, in connection with any Servicer’s processing and/or consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanLoans, the Special Servicer, in each case subject to any applicable consent or the consultation rights (if any) of the Operating Advisor, if any, the consent or consultation rights (if any) of the Controlling Class Representative, the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and the consultation consulting rights (if any) of any related holder of a Pari Passu Companion Loan Holder or its Companion Loan Holder Representative (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 for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust 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 such determination. In addition, subject to the next sentence, with respect to 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 or 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 the request with respect to such Major Decision or Special Servicer Decision to the Special Servicer Servicer, and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If , and if the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decisionprocesses such request, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation rights of the Operating Advisor, Advisor or the consent or consultation rights of the Controlling Class Representative or any related Whole Loan Directing Holder, or the consultation rights of any related Companion Loan Holder or its Companion Loan Holder Representative (asas applicable)) to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Whole Loan, such longer period as required by the related Co-Lender Agreement for review by any related 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 information it requested from the Master Servicer) to analyze and approve such 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, as applicable, 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 Controlling Class Representative or related Whole Loan Directing Holder, as applicable, of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative 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 the 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 event, subject to the Co-Lender Agreement if the Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or such longer period if required by the applicable Co-Lender Agreement or 20th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or such longer period if required by the applicable Co-Lender Agreement or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or Serviced Whole Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing the Trustee, the Certificate Administrator, the Depositor, any related Companion Loan Holder (in the case of a Serviced Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan and the date thereof, and shall deliver a copy to the Trustee, any related Companion Loan Holder (in the case of a Serviced Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer the name of the current related Companion Loan Holder. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Companion Loan Holder from the Master Servicer, the Special Servicer shall notify the related Companion Loan Holder that the related Serviced Whole Loan became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide (on a reasonably prompt basis) such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) With respect to the AB Whole Loan, and without otherwise limiting the applicability of the last paragraph of Section 3.21(b), if the related Co-Lender Agreement requires the Special Servicer to prepare and deliver an “Asset Status Report” after such Mortgage Loan becomes a Specially Serviced Mortgage Loan for approval of the related Whole Loan Directing Holder (with respect to the related AB Whole Loan, for so long as the Subordinate Companion Loan Holder or its designee is the Whole Loan Directing Holder), subject to the limitations contained in the Co-Lender Agreement, the Special Servicer will comply with the terms of the Co-Lender Agreement with respect thereto. (f) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Serviced Whole Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or Serviced Whole Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or Serviced Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or Serviced Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. If, following any such release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or Special Servicer, as applicable, will require a payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail to be a Qualified Mortgage. (i) If and to the extent that the Trust, as holder of the Non-Serviced Mortgage Loan, is entitled to consent to or approve any modification, waiver or amendment of such Non-Serviced Mortgage Loan, the Master Servicer (with respect to the Non-Serviced Mortgage Loan that is not part of a “Specially Serviced Loan” as such term is defined in the applicable Other Pooling and Servicing Agreement) and the Special Servicer (with respect to the Non-Serviced Mortgage Loan that is part of a “Specially Serviced Loan” as such term is defined in the applicable Other Pooling and Servicing Agreement) shall be responsible for responding to any request for such consent or approval in accordance with the Servicing Standard, and subject to Section 3.01(i), subject to the same conditions and/or restrictions, as if such Non-Serviced Mortgage Loan was a non-Specially Serviced Loan. Insofar as any other Person would have consent rights hereunder with respect to a similar modification, waiver or amendment of a Mortgage Loan that is a non-Specially Serviced Loan, such Person shall likewise have the same consent rights, subject to the same conditions and/or restrictions, with respect to such modification, waiver or amendment of such Non-Serviced Mortgage Loan. In addition, to the extent the holder of the Non-Serviced Mortgage Loan is entitled to exercise consultation rights and attend annual meetings with an Other Master Servicer and an Other Special Servicer pursuant to the related Co-Lender Agreement, such rights may be exercised by the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing).

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Loans, the Special Master Servicer (with respect subject to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any Servicer’s processing and/or consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanLoans, the Special Servicer, in each case subject to any applicable consent or the consultation rights (if any) of the Operating Advisor, if any, and the consent or consultation rights (if any) of the Controlling Class Representative, the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and the consultation rights (if any) of any related holder of a Pari Passu Companion Loan or its Companion Loan Holder Representative (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 for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust 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 such determination. In addition, subject to the next sentence, with respect to 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 or 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 the request with respect to such Major Decision or Special Servicer Decision to the Special Servicer and the Special Servicer Servicer, which shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If , and if the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decisionprocesses such request, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation rights of the Operating Advisor, the consent or consultation rights of the Controlling Class Representative to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or 60 days with respect to an Acceptable Insurance Default) (from the date that the Special Servicer receives the information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such 15 Business Day period or 60-day period, as applicable, 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 Controlling Class Representative of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative 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 to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, if the Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or 20th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing the Trustee, the Certificate Administrator, the Depositor, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver a copy to the Trustee, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Whole Mortgagor’s expense in accordance with the related Loan Directing HolderAgreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide (on a reasonably prompt basis) such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) [Reserved] (f) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the consultation rights Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of any the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Companion Loan Holder or its Companion Loan Holder Representative (asMortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any.

Modifications, Waivers and Amendments. (a) (i) With respect to non Specially Serviced Performing Loans, the Special Master Servicer (with respect subject to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any Servicer’s consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanLoans, the Special Servicer, in each case subject to any applicable consent or consultation the consulting rights (if any) of the Operating Advisor, if any, the consent or consultation consulting rights (if any) of the Controlling Class Representative, the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and the consultation consulting rights (if any) of any related holder of a Pari Passu Companion Loan Holder or its Companion Loan Holder Representative (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 any 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 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 such determination. In addition, subject to the next sentence, with respect to non-Specially Serviced Performing 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 Special Servicer and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation consulting rights of the Operating Advisor, the consent or consultation consulting rights of the Controlling Class Representative or any related Whole Loan Directing HolderRepresentative, or the consultation consulting rights of any related Companion Loan Holder or its Companion Loan Holder Representative (asas applicable)) to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to such 15 Business Day period, such longer period as required by the related Intercreditor Agreement for review by any related 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 information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such 15 Business Day period or 60-day period, as applicable, for so long as a Control Termination Event has not occurred and is not continuing, is required to notify the Controlling Class Representative of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative, 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 to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, if the Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or 20th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or such longer period if required by the applicable Intercreditor Agreement or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or Whole Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing the Trustee, the Certificate Administrator, the Depositor, any related Companion Loan Holder (in the case of a Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or Whole Loan and the date thereof, and shall deliver a copy to the Trustee, any related Companion Loan Holder (in the case of a Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer the name of the current related Companion Loan Holder. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Companion Loan Holder from the Master Servicer, the Special Servicer shall notify the related Companion Loan Holder that the related Whole Loan became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) [Reserved.] (f) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Whole Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or Whole Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. (i) With respect to the Miami Center Mortgage Loan, following the taking of the related Mortgaged Property or any portion of the related Mortgaged Property by exercise of the power of eminent domain or condemnation, and if the Loan-to-Value of the Miami Center Whole Loan (based on the Appraised Value of the related Mortgaged Property after such taking and without giving effect to personal property) is greater than 125%, then the Master Servicer (if the Miami Center Whole Loan is a Performing Loan) or the Special Servicer (if the Miami Center Whole Loan is a Specially Serviced Loan) shall, to the extent permitted by the related Loan Documents, require the related Mortgagor to pay down the related Whole Loan to the extent necessary to comply with, and to deliver a REMIC Opinion (as defined in the related Loan Agreement) establishing compliance with, the REMIC Requirements (as defined in the related Loan Agreement).

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Mortgage Loans, the Special Master Servicer (with respect subject to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any Servicer’s consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanMortgage Loans, the Special Servicer, in each case subject to any applicable consent or consultation the consulting rights (if any) of the Operating Advisor, if any, and the consent or consultation consulting rights (if any) of the Controlling Class Representative, Representative or the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio related Whole Loan Directing Holder and the consultation rights (if any) of any related holder of a Pari Passu Companion Loan or its Companion Loan Holder Representative (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 endanger the status of any 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 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 such determination. In addition, subject to the next sentence, with respect to non-Specially Serviced Mortgage Loans, the Master Servicer, prior to taking any action with respect to any 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 Special Servicer and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation consulting rights of the Operating Advisor, and the consent or consultation consulting rights of the Controlling Class Representative or the related Whole Loan Directing Holder (as applicable)) to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days or such longer period if required by the applicable Intercreditor Agreement (or 60 days with respect to an Acceptable Insurance Default) (from the date that the Special Servicer receives the information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Intercreditor Agreement or 60-day period, as applicable, for so long as a Control Termination Event has not occurred and is not continuing, is required to notify the Controlling Class Representative or related Whole Loan Directing Holder, as applicable, of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative 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 consultation rights Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to a Whole Loan, such longer time period as may be provided in the related Intercreditor Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, subject to the Intercreditor Agreement, in the case of a Whole Loan, if the Whole Loan Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or such longer period if required by the applicable Intercreditor Agreement or 20th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Whole Loan Directing Holder and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or such longer period if required by the applicable Intercreditor Agreement or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or Whole Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Depositor, the related Companion Loan Holder (only in the case of a Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or Whole Loan and the date thereof, and shall deliver a copy to the Trustee, the related Companion Loan Holder (only in the case of a Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or Whole Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer the name of the current related Companion Loan Holder. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Mortgage Loan. Upon receipt of the name of such current related Companion Loan Holder from the Master Servicer, the Special Servicer shall notify the related Companion Loan Holder that the related Whole Loan became a Specially Serviced Mortgage Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) With respect to any Whole Loan, and without otherwise limiting the applicability of the last paragraph of Section 3.21(b), if the related Intercreditor Agreement requires the Special Servicer to prepare and deliver an “Asset Status Report” after such Mortgage Loan becomes a Specially Serviced Mortgage Loan for approval of the related Whole Loan Directing Holder (with respect to the related Whole Loan, for so long as the Companion Loan Holder or its Companion designee is the Whole Loan Holder Representative Directing Holder), subject to the limitations contained in the Intercreditor Agreement, the Special Servicer will comply with the terms of the Intercreditor Agreement with respect thereto. (asf) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Whole Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or Whole Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. (i) With respect to the Broadway Industrial Mortgage Loan and the Superior Markets Mortgage Loan, following the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, the Master Servicer and the Special Servicer shall apply any related awards, payments, proceeds or damages in compliance with the REMIC Provisions.

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Mortgage Loans, the Special Master Servicer (with respect subject to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any Servicer’s consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanMortgage Loans, the Special Servicer, in each case subject to any applicable consent or consultation the consulting rights (of the Trust Advisor, if any) of the Operating Advisor, and the consent or consultation consulting rights (if any) of the Controlling Subordinate Class Representative, Representative or the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Loan Combination Directing Holder and the consultation rights (if any) of any related holder of a Pari Passu Companion Loan or its Companion Loan Holder Representative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Serviced Whole 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 Mortgage Loan or Serviced Whole 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 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 such determination. In addition, subject to the next sentence, with respect to non-Specially Serviced Mortgage Loans, the Master Servicer, prior to taking any action with respect to any 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 Special Servicer and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation consulting rights of the Operating Trust Advisor, and the consent or consultation consulting rights of the Controlling Subordinate Class Representative or the Loan Combination Directing Holder (as applicable)) to approve or disapprove any related Whole modification, waiver or amendment that constitutes a Major Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or 90 days with respect to an Acceptable Insurance Default) (from the date that the Special Servicer receives the information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such 15 Business Day period or 90-day period, as applicable, during a Subordinate Control Period, is required to notify the Subordinate Class Representative or Loan Combination Directing Holder, as applicable, of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Subordinate Class Representative or Loan Combination Directing Holder, as applicable, shall have 10 Business Days from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the consultation rights Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to the Loan Combination, such longer time period as may be provided in the Intercreditor Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, subject to the Intercreditor Agreement, in the case of the Loan Combination, if the Subordinate Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or 30th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Subordinate Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or 90 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or the Loan Combination shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify the Trustee[, the Certificate Administrator], the Depositor, the Non-Trust Mortgage Interest Holder (only in the case of the Loan Combination), the Subordinate Class Representative (during a Subordinate Control Period or a Collective Consultation Period), the Trust Advisor (during a Collective Consultation Period or a Senior Consultation Period) and, subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or the Loan Combination and the date thereof, and shall deliver a copy to the Trustee, the Non-Trust Mortgage Interest Holder (only in the case of the Loan Combination), the Subordinate Class Representative (during a Subordinate Control Period or a Collective Consultation Period) and the Trust Advisor (during a Collective Consultation Period or a Senior Consultation Period) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Companion Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or the Loan Combination becomes a Specially Serviced Mortgage Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Subordinate Class Representative and shall request from the Master Servicer the name of the current Non-Trust Mortgage Interest Holder. Upon receipt of the name of such current Subordinate Class Representative from the Certificate Administrator, the Special Servicer shall notify the Subordinate Class Representative that such Mortgage Loan became a Specially Serviced Mortgage Loan. Upon receipt of the name of such current Non-Trust Mortgage Interest Holder from the Master Servicer, the Special Servicer shall notify the Non-Trust Mortgage Interest Holder that the Loan Combination became a Specially Serviced Mortgage Loan. The Certificate Administrator shall be responsible for providing the name of the current Subordinate Class Representative only to the extent the Subordinate Class Representative has identified itself as such to the Certificate Administrator; provided that if the Subordinate Class Representative is determined pursuant to the proviso in the definition of “Subordinate Class Representative ”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) With respect to the Loan Combination, if the Intercreditor Agreement requires the Special Servicer to prepare and deliver an “Asset Status Report” after such Mortgage Loan becomes a Specially Serviced Mortgage Loan for approval of the Loan Combination Directing Holder (with respect to the Loan Combination, for so long as the Non-Trust Mortgage Interest Holder or its Companion designee is the Loan Holder Representative Combination Directing Holder), subject to the limitations contained in the Intercreditor Agreement, the Special Servicer will comply with the terms of the Intercreditor Agreement with respect thereto. (asf) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or the Loan Combination and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or the Loan Combination beyond a date that is 3 years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or the Loan Combination is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or the Loan Combination beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any.

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Loans (other than the Non-Serviced Trust Loans), the Special Servicer (with respect to any Major Decision or Special Servicer Decision, unless the Master Servicer and (subject to the Special Servicer mutually agree that, in connection with any Servicer’s consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanLoans, the Special Servicer, in each case subject to any applicable consent or consultation the consulting rights (if any) of the Operating Advisor, if any, and the consent or consultation consulting rights (if any) of the Controlling Class Representative, the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and the consultation rights (if any) of any related holder of a Pari Passu Companion Loan or its Companion Loan Holder Representative (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 for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust 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 such determination. In addition, subject to the next sentence, with respect to 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 Special Servicer and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation consulting rights of the Operating Advisor, and the consent or consultation consulting rights of the Controlling Class Representative) to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or 60 days with respect to an Acceptable Insurance Default) (from the date that the Special Servicer receives the information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such 15 Business Day period or 60-day period, as applicable, for so long as a Control Termination Event has not occurred and is not continuing, is required to notify the Controlling Class Representative of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative 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 to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, if the Controlling Class Representatives does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or 20th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or such longer period if required by the applicable Non-Serviced Intercreditor Agreement or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing the Trustee, the Certificate Administrator, the Depositor, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan and the date thereof, and shall deliver a copy to the Trustee, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Whole Mortgagor’s expense in accordance with the related Loan Directing HolderAgreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) [Reserved] (f) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. (i) If and to the extent that the Trust, as holder of a Non-Serviced Trust Loan, is entitled to consent to or approve any modification, waiver or amendment of such Non-Serviced Trust Loan, the Master Servicer (with respect to a Non-Serviced Trust Loan that is a “Performing Loan” as such term is defined in the Other Pooling and Servicing Agreement) and the Special Servicer (with respect to a Non-Serviced Trust Loan that is part of a “Specially Serviced Loan” as such term is defined in the Other Pooling and Servicing Agreement) shall be responsible for responding to any request for such consent or approval in accordance with the Servicing Standard, and subject to Section 3.01(g), subject to the same conditions and/or restrictions, as if such Non-Serviced Trust Loan was a Performing Serviced Mortgage Loan. Insofar as any other Person would have consent rights hereunder with respect to a similar modification, waiver or amendment of a Mortgage Loan that is a Performing Serviced Mortgage Loan, such Person shall likewise have the same consent rights, subject to the same conditions and/or restrictions, with respect to such modification, waiver or amendment of such Non-Serviced Trust Loan. In addition, to the extent the holder of a Non-Serviced Trust Loan is entitled to exercise consultation rights of any and attend annual meeting with the Other Master Servicer and the Other Special Servicer pursuant to the related Companion Loan Holder or its Companion Loan Holder Non-Serviced Intercreditor Agreement, such rights may be exercised by the Controlling Class Representative (asunless a Control Termination Event has occurred and is continuing) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event).

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Mortgage Loans, the Special Master Servicer (with respect subject to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any Servicer’s consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanMortgage Loans, the Special Servicer, in each case subject to any applicable consent or consultation the consulting rights (of the Trust Advisor, if any) of the Operating Advisor, and the consent or consultation consulting rights (if any) of the Controlling Subordinate Class Representative, Representative or the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Loan Combination Directing Holder and the consultation rights (if any) of any related holder of a Pari Passu Companion Loan or its Companion Loan Holder Representative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Serviced Whole 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 Mortgage Loan or Serviced Whole 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 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 such determination. In addition, subject to the next sentence, with respect to non-Specially Serviced Mortgage Loans, the Master Servicer, prior to taking any action with respect to any 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 Special Servicer and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation consulting rights of the Operating Trust Advisor, and the consent or consultation consulting rights of the Controlling Subordinate Class Representative or the Loan Combination Directing Holder (as applicable)) to approve or disapprove any related Whole modification, waiver or amendment that constitutes a Major Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or 90 days with respect to an Acceptable Insurance Default) (from the date that the Special Servicer receives the information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such 15 Business Day period or 90-day period, as applicable, during a Subordinate Control Period, is required to notify the Subordinate Class Representative or Loan Combination Directing Holder, as applicable, of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Subordinate Class Representative or Loan Combination Directing Holder, as applicable, shall have 10 Business Days from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the consultation rights Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to the Loan Combination, such longer time period as may be provided in the Intercreditor Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, subject to the Intercreditor Agreement, in the case of the Loan Combination, if the Subordinate Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or 30th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Subordinate Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or 90 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or the Loan Combination shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify the Trustee[, the Certificate Administrator], the Depositor, the Non-Trust Mortgage Loan Holder (only in the case of the Loan Combination), the Subordinate Class Representative (during a Subordinate Control Period or a Collective Consultation Period), the Trust Advisor (during a Collective Consultation Period or a Senior Consultation Period) and, subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or the Loan Combination and the date thereof, and shall deliver a copy to the Trustee, the Non-Trust Mortgage Loan Holder (only in the case of the Loan Combination), the Subordinate Class Representative (during a Subordinate Control Period or a Collective Consultation Period) and the Trust Advisor (during a Collective Consultation Period or a Senior Consultation Period) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a No Downgrade Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a No Downgrade Confirmation in such Loan Documents, shall not be made without obtaining a No Downgrade Confirmation. The No Downgrade Confirmation shall be obtained at the related Companion Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or the Loan Combination becomes a Specially Serviced Mortgage Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Subordinate Class Representative and shall request from the Master Servicer the name of the current Non-Trust Mortgage Loan Holder. Upon receipt of the name of such current Subordinate Class Representative from the Certificate Administrator, the Special Servicer shall notify the Subordinate Class Representative that such Mortgage Loan became a Specially Serviced Mortgage Loan. Upon receipt of the name of such current Non-Trust Mortgage Loan Holder from the Master Servicer, the Special Servicer shall notify the Non-Trust Mortgage Loan Holder that the Loan Combination became a Specially Serviced Mortgage Loan. The Certificate Administrator shall be responsible for providing the name of the current Subordinate Class Representative only to the extent the Subordinate Class Representative has identified itself as such to the Certificate Administrator; provided that if the Subordinate Class Representative is determined pursuant to the proviso in the definition of “Subordinate Class Representative ”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) With respect to the Loan Combination, if the Intercreditor Agreement requires the Special Servicer to prepare and deliver an “Asset Status Report” after such Mortgage Loan becomes a Specially Serviced Mortgage Loan for approval of the Loan Combination Directing Holder (with respect to the Loan Combination, for so long as the Non-Trust Mortgage Loan Holder or its Companion designee is the Loan Holder Representative Combination Directing Holder), subject to the limitations contained in the Intercreditor Agreement, the Special Servicer will comply with the terms of the Intercreditor Agreement with respect thereto. (asf) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or the Loan Combination and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or the Loan Combination beyond a date that is 3 years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or the Loan Combination is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or the Loan Combination beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any.

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Mortgage Loans, the Special Master Servicer (with respect subject to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any Servicer’s consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanMortgage Loans, the Special Servicer, in each case subject to any applicable consent or consultation the consulting rights (if any) of the Operating Advisor, if any, and the consent or consultation consulting rights (if any) of the Controlling Class Representative, Representative or the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Whole Loan Directing Holder and the consultation rights (if any) of any related holder of a Pari Passu Companion Loan or its Companion Loan Holder Representative (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 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)) of the Code). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to such determination. In addition, subject to the next sentence, with With respect to non-Specially Serviced Mortgage 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 Special Servicer and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation consulting rights of the Operating Advisor, and the consent or consultation consulting rights of the Controlling Class Representative or the Whole Loan Directing Holder (as applicable)) to approve or disapprove any related modification, waiver or amendment that constitutes a Major Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have fifteen (15) Business Days (from the date that the Special Servicer receives the information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such fifteen (15) Business Day period, for so long as a Control Termination Event has not occurred and is not continuing, is required to notify the Controlling Class Representative or Whole Loan Directing Holder, as applicable, of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative or Whole Loan Directing Holder, as applicable, shall have ten (10) Business Days from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the consultation rights Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to any Whole Loan, such longer time period as may be provided in the Intercreditor Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, subject to the Intercreditor Agreement, in the case of the Whole Loan, if the Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required fifteen (15) Business Days, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or the Whole Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Depositor, the related Companion Interest Holder (in the case of the related Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, subject to Section 11.14 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or the Whole Loan and the date thereof, and shall deliver a copy to the Trustee, the Companion Interest Holder (in the case of the related Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within fifteen (15) Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a No Downgrade Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a No Downgrade Confirmation in such Loan Documents, shall not be made without obtaining a No Downgrade Confirmation. The No Downgrade Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or Whole Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall request from the Trustee the name of the current Controlling Class Representative and shall request from the Master Servicer the names of the related Companion Interest Holder. Upon receipt of the name of such current Controlling Class Representative from the Trustee, the Special Servicer shall notify the Controlling Class Representative and, with respect to a Companion Interest, the Companion Interest Holder that such Mortgage Loan or Whole Loan became a Specially Serviced Mortgage Loan. The Trustee shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Trustee; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Trustee shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Trustee, and the Trustee shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Trustee shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) With respect to any Whole Loan, if the related Intercreditor Agreements require the Special Servicer to prepare and deliver an “Asset Status Report” after such Mortgage Loan becomes a Specially Serviced Mortgage Loan for approval of the Whole Loan Directing Holder (with respect to the related Whole Loan, for so long as the respective Companion Interest Holder or its Companion designee is the Whole Loan Holder Representative Directing Holder), subject to the limitations contained in such Intercreditor Agreement, and the Special Servicer will comply with the terms of the related Intercreditor Agreement with respect thereto. (asf) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Whole Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or Whole Loan beyond a date that is [three (3)] years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or Whole Loan beyond a date which is 10 years prior to the expiration of the term of such ground lease.

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Loans (other than the Non-Serviced Mortgage Loans), the Special Servicer (with respect to any Major Decision or Special Servicer Decision, unless the Master Servicer and (subject to the Special Servicer mutually agree that, in connection with any Servicer’s processing and/or consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanLoans, the Special Servicer, in each case subject to any applicable consent or the consultation rights (if any) of the Operating Advisor, if any, and the consent or consultation rights (if any) of the Controlling Class Representative, the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and the consultation consulting rights (if any) of any related holder of a Pari Passu Companion Loan Holder or its Companion Loan Holder Representative (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 for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust 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 such determination. In addition, subject to the next sentence, with respect to 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 or 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 the request with respect to such Major Decision or Special Servicer Decision to the Special Servicer Servicer, and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If , and if the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decisionprocesses such request, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation rights of the Operating Advisor, the consent or consultation rights of the Controlling Class Representative or any related Whole Loan Directing HolderRepresentative, or and/or the consultation rights of any related Companion Loan Holder or its Companion Loan Holder Representative (asas applicable)) to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Whole Loan, such longer period as required by the related Co-Lender Agreement for review by any related 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 information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such 15 Business Day period or 60-day period, as applicable, 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 Controlling Class Representative of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative 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 to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, if the Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or 20th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or such longer period if required by the applicable Co-Lender Agreement or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or Serviced Whole Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing the Trustee, the Certificate Administrator, the Depositor, any related Companion Loan Holder (in the case of a Serviced Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan and the date thereof, and shall deliver a copy to the Trustee, any related Companion Loan Holder (in the case of a Serviced Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer the name of the current related Companion Loan Holder. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Companion Loan Holder from the Master Servicer, the Special Servicer shall notify the related Companion Loan Holder that the related Serviced Whole Loan became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide (on a reasonably prompt basis) such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) [Reserved] (f) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Serviced Whole Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or Serviced Whole Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or Serviced Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or Serviced Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. (i) If and to the extent that the Trust, as holder of a Non-Serviced Mortgage Loan, is entitled to consent to or approve any modification, waiver or amendment of such Non-Serviced Mortgage Loan, the Master Servicer (with respect to a Non-Serviced Mortgage Loan that is not part of a “Specially Serviced Loan” as such term is defined in the applicable Other Pooling and Servicing Agreement) and the Special Servicer (with respect to a Non-Serviced Mortgage Loan that is part of a “Specially Serviced Loan” as such term is defined in the applicable Other Pooling and Servicing Agreement) shall be responsible for responding to any request for such consent or approval in accordance with the Servicing Standard, and subject to Section 3.01(i), subject to the same conditions and/or restrictions, as if such Non-Serviced Mortgage Loan was a non-Specially Serviced Loan. Insofar as any other Person would have consent rights hereunder with respect to a similar modification, waiver or amendment of a Mortgage Loan that is a non-Specially Serviced Loan, such Person shall likewise have the same consent rights, subject to the same conditions and/or restrictions, with respect to such modification, waiver or amendment of such Non-Serviced Mortgage Loan. In addition, to the extent the holder of a Non-Serviced Mortgage Loan is entitled to exercise consultation rights and attend annual meetings with an Other Master Servicer and an Other Special Servicer pursuant to the related Co-Lender Agreement, such rights may be exercised by the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing).

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Mortgage Loans, the Special Master Servicer (with respect subject to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any Servicer’s consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanMortgage Loans, the Special Servicer, in each case subject to any applicable consent or consultation the consulting rights (if any) of the Operating Advisor, if any, and the consent or consultation consulting rights (if any) of the Controlling Class Representative, Representative or the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio [_____] Directing Holder and the consultation rights (if any) of any related holder of a Pari Passu Companion Loan or its Companion Loan Holder Representative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Serviced Whole 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 Mortgage Loan or Serviced Whole 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 for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust 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 such determination. In addition, subject to the next sentence, with With respect to non-Specially Serviced Mortgage 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 Special Servicer and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation consulting rights of the Operating Advisor, and the consent or consultation consulting rights of the Controlling Class Representative or the Split-Loan Directing Holder (as applicable)) to approve or disapprove any related Whole modification, waiver or amendment that constitutes a Major Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (from the date that the Special Servicer receives the information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such 15 Business Day period, for so long as a Subordinate Control Period is in effect, is required to notify the Controlling Class Representative or Split-Loan Directing Holder, as applicable, of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative or Split-Loan Directing Holder, as applicable, shall have 10 Business Days from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the consultation rights Special Servicer, as applicable, and any other information it may reasonably request (or, with respect to the Split-Loan, such longer time period as may be provided in the Intercreditor Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, subject to the Intercreditor Agreement, in the case of the Split-Loan, if the Controlling Class Representative or Split-Loan Directing Holder, as applicable, does not respond to a request for approval by 5:00 p.m. on the 10th Business Day after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or the Split-Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Depositor, the Companion Loan Holder (in the case of the Split-Loan), the Controlling Class Representative (during a Subordinate Control Period or Collective Consultation Period), the Operating Advisor (during a Collective Consultation Period or Senior Consultation Period) and, subject to Section 11.14 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or the Split-Loan and the date thereof, and shall deliver a copy to the Trustee, the Companion Loan Holder (in the case of the Split-Loan), the Controlling Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Operating Advisor (during a Collective Consultation Period or Senior Consultation Period) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a No Downgrade Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a No Downgrade Confirmation in such Loan Documents, shall not be made without obtaining a No Downgrade Confirmation. The No Downgrade Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or the Split-Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer the name of the current Companion Loan Holder. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Mortgage Loan. Upon receipt of the name of such current Companion Loan Holder from the Master Servicer, the Special Servicer shall notify the Companion Loan Holder that the Split-Loan became a Specially Serviced Mortgage Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) With respect to the Split-Loan, if the Intercreditor Agreement requires the Special Servicer to prepare and deliver an “Asset Status Report” after such Mortgage Loan becomes a Specially Serviced Mortgage Loan for approval of the Split-Loan Directing Holder (with respect to the Split-Loan, for so long as the Companion Loan Holder or its Companion designee is the Split-Loan Holder Representative Directing Holder), subject to the limitations contained in the Intercreditor Agreement, the Special Servicer will comply with the terms of the Intercreditor Agreement with respect thereto. (asf) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or the Split-Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or the Split-Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or the Split-Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or the Split-Loan beyond a date which is 10 years prior to the expiration of the term of such ground lease.

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Loans [(other than the Non-Serviced Mortgage Loans, the Special Servicer (with respect to any Major Decision or Special Servicer Decision, unless ),] the Master Servicer and (subject to the Special Servicer mutually agree that, in connection with any Servicer’s processing and/or consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanLoans, the Special Servicer, in each case subject to any applicable consent or the consultation rights (if any) of the Operating Advisor, if any, the consent or consultation rights (if any) of the Controlling Class Representative, the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and the consultation consulting rights (if any) of any related holder of a Pari Passu Companion Loan Holder or its Companion Loan Holder Representative (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 for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust 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 such determination. In addition, subject to the next sentence, with respect to 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 or 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 the request with respect to such Major Decision or Special Servicer Decision to the Special Servicer and the Special Servicer Servicer, which shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If , and if the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decisionprocesses such request, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation consulting rights of the Operating Advisor, the consent or consultation consulting rights of the Controlling Class Representative or any related Whole Loan Directing HolderRepresentative, or the consultation consulting rights of any related Companion Loan Holder or its Companion Loan Holder Representative (asas applicable)) to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to such 15 Business Day period, such longer period as required by the related Co-Lender Agreement for review by any related 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 information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such 15 Business Day period or 60-day period, as applicable, 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 Controlling Class Representative of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative 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 to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, if the Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or 20th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or such longer period if required by the applicable Co-Lender Agreement or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or Whole Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing the Trustee, the Certificate Administrator, the Depositor, any related Companion Loan Holder (in the case of a Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or Whole Loan and the date thereof, and shall deliver a copy to the Trustee, any related Companion Loan Holder (in the case of a Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer the name of the current related Companion Loan Holder. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Companion Loan Holder from the Master Servicer, the Special Servicer shall notify the related Companion Loan Holder that the related Whole Loan became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) [With respect to any Whole Loan, if the related Intercreditor Agreements require the Special Servicer to prepare and deliver an “Asset Status Report” after such Mortgage Loan becomes a Specially Serviced Loan for approval of the Whole Loan Directing Holder (with respect to the related Whole Loan, for so long as the respective Companion Loan Holder or its designee is the Whole Loan Directing Holder), subject to the limitations contained in such Intercreditor Agreement, and the Special Servicer will comply with the terms of the related Intercreditor Agreement with respect thereto.] (f) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Whole Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or Whole Loan beyond a date that is [three (3)] years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. (i) [If and to the extent that the Trust, as holder of a Non-Serviced Mortgage Loan, is entitled to consent to or approve any modification, waiver or amendment of such Non-Serviced Mortgage Loan, the Master Servicer (with respect to a Non-Serviced Mortgage Loan that is not part of a “Specially Serviced Loan” as such term is defined in the Other Pooling and Servicing Agreement) and the Special Servicer (with respect to a Non-Serviced Mortgage Loan that is part of a “Specially Serviced Loan” as such term is defined in the Other Pooling and Servicing Agreement) shall be responsible for responding to any request for such consent or approval in accordance with the Servicing Standard, and subject to Section 3.01(j), subject to the same conditions and/or restrictions, as if such Non-Serviced Mortgage Loan was a non-Specially Serviced Loan. Insofar as any other Person would have consent rights hereunder with respect to a similar modification, waiver or amendment of a Mortgage Loan that is a non-Specially Serviced Loan, such Person shall likewise have the same consent rights, subject to the same conditions and/or restrictions, with respect to such modification, waiver or amendment of such Non-Serviced Mortgage Loan. In addition, to the extent the holder of a Non-Serviced Mortgage Loan is entitled to exercise consultation rights and attend annual meetings with the Other Master Servicer and the Other Special Servicer pursuant to the related Co-Lender Agreement, such rights may be exercised by the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing).]

Modifications, Waivers and Amendments. (a) (i) With respect to non non-Specially Serviced Loans [(other than the Non-Serviced Mortgage Loans, the Special Servicer (with respect to any Major Decision or Special Servicer Decision, unless ),] the Master Servicer and (subject to the Special Servicer mutually agree that, in connection with any Servicer’s processing and/or consent if the subject 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 (with respect to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision) or (ii) with respect to any Specially Serviced LoanLoans, the Special Servicer, in each case subject to any applicable consent or the consultation rights (if any) of the Operating Advisor, if any, the consent or consultation rights (if any) of the Controlling Class Representative, the Cxxxxxx River Plaza North Directing Holder, the WPC Department Store Portfolio Directing Holder and the consultation rights (if any) of any related holder of a Pari Passu Companion Loan Holder or its Companion Loan Holder Representative (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 for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust 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 such determination. In addition, subject to the next sentence, with respect to 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 or 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 the request with respect to such Major Decision or Special Servicer Decision to the Special Servicer and the Special Servicer Servicer, which shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If , and if the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decisionprocesses such request, the Master Servicer shall prepare and submit its written recommendation and analysis and recommendation to the 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 the consultation rights of the Operating Advisor, the consent or consultation rights of the Controlling Class Representative or any related Whole Loan Directing HolderRepresentative, or the consultation rights of any related Companion Loan Holder or its Companion Loan Holder Representative (asas applicable)) to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision or Special Servicer Decision. Subject to Section 3.10 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to such 15 Business Day period, such longer period as required by the related Co-Lender Agreement for review by any related 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 information it requested from the Master Servicer) to analyze and approve such Major Decision and, prior to the end of such 15 Business Day period or 60-day period, as applicable, 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 Controlling Class Representative of such request for approval and provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative 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 to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, if the Controlling Class Representative does not respond to a request for approval by 5:00 p.m. on the 10th Business Day or 20th day, as applicable, after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative and if the Special Servicer does not respond to a request for approval within the required 15 Business Days or such longer period if required by the applicable Co-Lender Agreement or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. (b) All modifications, waivers or amendments of any Mortgage Loan or Whole Loan shall be in writing and shall be effected in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing the Trustee, the Certificate Administrator, the Depositor, any related Companion Loan Holder (in the case of a Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or Whole Loan and the date thereof, and shall deliver a copy to the Trustee, any related Companion Loan Holder (in the case of a Whole Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. (c) Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund. (d) Promptly after any Mortgage Loan or Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer the name of the current related Companion Loan Holder. Upon receipt of the name of such current Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Companion Loan Holder from the Master Servicer, the Special Servicer shall notify the related Companion Loan Holder that the related Whole Loan became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund. (e) [With respect to any Whole Loan, if the related intercreditor agreements require the Special Servicer to prepare and deliver an “Asset Status Report” after such Mortgage Loan becomes a Specially Serviced Loan for approval of the Whole Loan Directing Holder (with respect to the related Whole Loan, for so long as the respective Companion Loan Holder or its designee is the Whole Loan Directing Holder), subject to the limitations contained in such intercreditor agreement, and the Special Servicer will comply with the terms of the related intercreditor agreement with respect thereto.] (f) The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Whole Loan and, further, pursuant to the terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to: (i) extend the Maturity Date of a Mortgage Loan or Whole Loan beyond a date that is [three (3)] years prior to the Rated Final Distribution Date; or (ii) if the Mortgage Loan or Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor. (h) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. (i) [If and to the extent that the Trust, as holder of a Non-Serviced Mortgage Loan, is entitled to consent to or approve any modification, waiver or amendment of such Non-Serviced Mortgage Loan, the Master Servicer (with respect to a Non-Serviced Mortgage Loan that is not part of a “Specially Serviced Loan” as such term is defined in the Other Pooling and Servicing Agreement) and the Special Servicer (with respect to a Non-Serviced Mortgage Loan that is part of a “Specially Serviced Loan” as such term is defined in the Other Pooling and Servicing Agreement) shall be responsible for responding to any request for such consent or approval in accordance with the Servicing Standard, and subject to Section 3.01(j), subject to the same conditions and/or restrictions, as if such Non-Serviced Mortgage Loan was a non-Specially Serviced Loan. Insofar as any other Person would have consent rights hereunder with respect to a similar modification, waiver or amendment of a Mortgage Loan that is a non-Specially Serviced Loan, such Person shall likewise have the same consent rights, subject to the same conditions and/or restrictions, with respect to such modification, waiver or amendment of such Non-Serviced Mortgage Loan. In addition, to the extent the holder of a Non-Serviced Mortgage Loan is entitled to exercise consultation rights and attend annual meetings with the Other Master Servicer and the Other Special Servicer pursuant to the related Co-Lender Agreement, such rights may be exercised by the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing).]