Common use of Modifications, Waivers and Amendments Clause in Contracts

Modifications, Waivers and Amendments. (a) Subject to Sections 3.26, 3.28 and 3.31 and subsections (b) through (g) below, as applicable, the Special Servicer may agree to any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan. (b) Subject to Section 3.26 and 3.31, the Special Servicer shall determine, in accordance with the Servicing Standard, that any modification, waiver or amendment is appropriate and, except as provided in Section 3.02, Section 3.08, Section 3.09 and Sections 3.27(k) and 3.27(l), only the Special Servicer may consent to modifications, waivers or amendments of any term of any Mortgage Loan or Serviced Whole Loan. (c) The parties acknowledge the exclusive right of the Controlling Class Representative to approve or disapprove any proposed modification, waiver or amendment of the terms of the Non-Serviced Mortgage Loan under Section 3.26(d) (subject to the conditions therein stated). None of the Master Servicer, any sub-servicer or the Special Servicer shall agree to any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment would: (i) affect the amount or timing of any related scheduled payments of principal, interest or other amount (including Yield Maintenance Charges) payable under the Mortgage Loan or Serviced Whole Loan; (ii) affect the obligation of the related Mortgagor to pay a Yield Maintenance Charge or permit a Principal Prepayment during the applicable Lock-out Period; (iii) except as expressly provided by the related Mortgage, or in connection with a material adverse environmental condition at the related Mortgaged Property, result in a release of the lien of the related Mortgage on any material portion of such Mortgaged Property without a corresponding Principal Prepayment; or (iv) in the judgment of the Special Servicer, materially impair the security for the Mortgage Loan or Serviced Whole Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding anything set forth in Section 3.27(c), the Special Servicer may, subject to Sections 3.26 and 3.28 and in accordance with any applicable Intercreditor Agreement, consistent with the Servicing Standard: (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or any Yield Maintenance Charge; (ii) reduce the amount or change the timing of the Monthly Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate; (iii) forbear in the enforcement of any right granted under any Note or Mortgage relating to a Specially Serviced Mortgage Loan; (iv) extend the Maturity Date of any Specially Serviced Mortgage Loan; (v) permit the substitution of collateral for any Specially Serviced Mortgage Loan; and/or (vi) accept a Principal Prepayment during any Lock-out Period; provided, however, that (x) the related Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or, in the judgment of the Special Servicer, such default is reasonably foreseeable, (y) in the sole, good faith judgment of the Special Servicer, in accordance with the Servicing Standard such modification, waiver or amendment would increase the recovery to Certificateholders and any related Companion Loan Noteholder, as a collective whole, on a net present value basis documented to the Trustee, by means of an Officer's Certificate of the Special Servicer setting forth the procedures and considerations of the Special Servicer forming the basis of the Special Servicer's determination (including but not limited to information such as related income and expense statements, rent rolls, occupancy status, property inspections, and an Appraisal of the related Mortgaged Property, if otherwise required pursuant to this Agreement or the Servicing Standard), and (z) with respect to clause (v) above, the Special Servicer has received Rating Agency Confirmation. (e) 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 two 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 prior to the expiration of the term of such ground lease (or 10 years prior to the expiration of such ground lease with the consent of the Controlling Class Representative or, if applicable, the Companion Loan Representative if the Special Servicer gives due consideration to the remaining term of the ground lease). Subject to the provisions of this Section 3.27(e), the Master Servicer, with the consent of the Controlling Class Representative, may extend the term of a Mortgage Loan for up to two (2) successive one year periods; provided, however, that the related Mortgagor is in default with respect to the Mortgage Loan or, in the judgment of the Master Servicer, such default is reasonable foreseeable. The Master Servicer shall be entitled to any extension fees paid by the related Mortgagor with respect to any extension undertaken pursuant to this paragraph. (f) The Special Servicer shall provide copies of any modifications, waivers, amendments or extensions to the Controlling Class Representative, the Holder of any Private Certificate, the Rating Agencies and the related Companion Loan Noteholder. All modifications, waivers, amendments and other actions entered into or taken in respect of the Mortgage Loans or Serviced Whole Loans, pursuant to this Section 3.27 shall be in writing. The Master Servicer or the Special Servicer, as applicable, shall notify the other servicers and the Trustee, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Mortgage Loan or Serviced Whole Loan pursuant to this Section 3.27, prior to the effective date thereof and the date as of which the related modification, waiver or amendment is to take effect, and shall deliver to the Trustee or the related Custodian for deposit in the related Mortgage File (with a copy to the Master Servicer or Special Servicer, as applicable) an original counterpart of the agreement relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. Copies of each agreement whereby any such modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan is effected shall be made available for review during normal business hours at the offices of the Trustee. (g) Any payment of interest which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders and Companion Loan Noteholders, be added to the unpaid principal balance of the related Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan so permit or that such interest may actually be capitalized. (h) Promptly after any Mortgage Loan or Serviced 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 Loan Noteholder. 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 Loan, the Companion Loan Noteholder that such Mortgage Loan or Serviced Whole Loan became a Specially Serviced Mortgage Loan. (i) 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 respective Companion Loan Representative, 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.

Modifications, Waivers and Amendments. (a) Subject to Sections 3.26, 3.28 and 3.31 and subsections (b) through (g) below, as applicable, each of the Master Servicer, any subservicer and the Special Servicer may agree to any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan. (b) Subject to Section 3.26 and 3.31The Master Servicer, any subservicer or the Special Servicer Servicer, as applicable, shall determine, in accordance with the Servicing Standard, that any modification, waiver or amendment is appropriate and, except as provided in Section 3.02, Section 3.08, Section 3.09 and Sections 3.27(k) and 3.27(l), only the Special Servicer may consent to modifications, waivers or amendments of any term of any Mortgage Loan or Serviced Whole Loanappropriate. (c) The parties acknowledge the exclusive right of the Controlling Class Representative to approve or disapprove any proposed modification, waiver or amendment of the terms of the Non-Serviced Mortgage Loan under Section 3.26(d) (subject to the conditions therein stated). None of the Master Servicer, any sub-servicer subservicer or the Special Servicer shall agree to any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment would: (i) affect the amount or timing of any related scheduled payments of principal, interest or other amount (including Yield Maintenance Charges) payable under the Mortgage Loan or Serviced Whole Loan; (ii) affect the obligation of the related Mortgagor Borrower to pay a Yield Maintenance Charge or permit a Principal Prepayment during the applicable Lock-out Period; (iii) except as expressly provided by the related Mortgage, or in connection with a material adverse environmental condition at the related Mortgaged Property, result in a release of the lien of the related Mortgage on any material portion of such Mortgaged Property without a corresponding Principal Prepayment; or (iv) in the judgment of the Master Servicer or the Special Servicer, as applicable, materially impair the security for the Mortgage Loan or Serviced Whole Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding anything set forth in Section 3.27(c), the Master Servicer or the Special Servicer may, subject consistent with the Servicing Standard, and in compliance with any applicable Loan Document, only allow a substitution of collateral and the assumption of a Borrower's obligations with respect to Sections 3.26 and 3.28 and a Mortgage Loan (i) in accordance with the terms thereof and (ii) provided the Master Servicer or Special Servicer, as applicable, has received an Opinion of Counsel at the expense of the party requesting such substitution, as applicable, or the Borrower to the effect that the substitution of such collateral will not result in a tax being imposed on the Trust Fund or cause any applicable Intercreditor AgreementREMIC created pursuant to this Agreement to fail to qualify as a REMIC under the REMIC Provisions at any time the Certificates are outstanding. (e) Notwithstanding anything set forth in Section 3.27(c), the Special Servicer may, consistent with the Servicing Standard: (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or any Yield Maintenance Charge; (ii) reduce the amount or change the timing of the Monthly Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate; (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan; (iv) extend the Maturity Date of any Specially Serviced Mortgage Loan; (v) permit the substitution of collateral for any Specially Serviced Mortgage Loan; and/or (viv) accept a Principal Prepayment during any Lock-out Period; provided, however, that (x) the related Mortgagor Borrower is in default with respect to the Specially Serviced Mortgage Loan or, in the judgment of the Special Servicer, such default is reasonably foreseeable, (y) in the sole, good faith judgment of the Special Servicer, in accordance with the Servicing Standard such modification, waiver or amendment would increase the recovery to Certificateholders and any related Companion Loan Noteholder, as a collective whole, on a net present value basis documented to the Trustee, by means of an Officer's Certificate of the Special Servicer setting forth the procedures and considerations of the Special Servicer forming the basis of the Special Servicer's determination (including but not limited to information such as related income and expense statements, rent rolls, occupancy status, property inspections, and an Appraisal Independent MAI appraisal of the related Mortgaged Property, if otherwise required pursuant to this Agreement or the Servicing Standard), and (z) with respect such modification, waiver or amendment does not result in a tax being imposed on the Trust Fund or cause any REMIC created pursuant to clause (v) abovethis Agreement to fail to qualify as a REMIC under the REMIC Provisions at any time the Certificates are outstanding, based on an Opinion of Counsel obtained at the Special Servicer has received Rating Agency Confirmationexpense of the Trust Fund. (ef) 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 two 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 10 years prior to the expiration of the term of such ground lease lease. (or 10 years prior to the expiration of such ground lease with the consent of the Controlling Class Representative or, if applicable, the Companion Loan Representative if the Special Servicer gives due consideration to the remaining term of the ground lease). Subject to the provisions of this Section 3.27(e), the Master Servicer, with the consent of the Controlling Class Representative, may extend the term of a Mortgage Loan for up to two (2g) successive one year periods; provided, however, that the related Mortgagor is in default with respect to the Mortgage Loan or, in the judgment of the Master Servicer, such default is reasonable foreseeable. The Master Servicer shall be entitled to any extension fees paid by or the related Mortgagor with respect to any extension undertaken pursuant to this paragraph. (f) The Special Servicer Servicer, as applicable, shall provide copies of any modifications, waivers, amendments or extensions to the Controlling Class Representative, the Holder of any Private Certificate, the Rating Agencies and the related Companion Loan Noteholder. All modifications, waivers, amendments and other actions entered into or taken in respect of the Mortgage Loans or Serviced Whole Loans, pursuant to this Section 3.27 shall be in writing. The Master Servicer or the Special Servicer, as applicable, shall notify the other servicers servicer and the Trustee, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Mortgage Loan or Serviced Whole Loan pursuant to this Section 3.27, prior to the effective date thereof and the date as of which the related modification, waiver or amendment is to take effect, and shall deliver to the Trustee or the related Custodian for deposit in the related Mortgage File (with a copy to the Master Servicer or Special Servicer, as applicable) an original counterpart of the agreement relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. Copies of each agreement whereby any such modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan is effected shall be made available for review during normal business hours at the offices of the TrusteeSpecial Servicer. Following the execution of any modification, waiver or amendment agreed to by the Master Servicer or the Special Servicer, as applicable, pursuant to subsection (a), (e) or (f) above, as applicable, such servicer shall deliver to the Trustee (with a copy to the Master Servicer, if such agreement is by the Special Servicer) an Officer's Certificate setting forth in reasonable detail the basis of the determination made by it pursuant to subsection (a), (e) or (f) above. (gh) Any payment of interest which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders and Companion Loan NoteholdersCertificateholders, be added to the unpaid principal balance of the related Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan so permit or that such interest may actually be capitalized. (hi) Promptly after any Mortgage Loan or Serviced 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 Loan NoteholderRepresentative. 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 Loan, the Companion Loan Noteholder that such Mortgage Loan or Serviced Whole Loan became a Specially Serviced Mortgage Loan. Officers of the Special Servicer shall, at the request of the Controlling Class Representative, be reasonably available during regular business hours to discuss with such Controlling Class Representative objectives and strategies. (j) No later than forty-five (45) days after the servicing of such Mortgage Loan is transferred to the Special Servicer, the Special Servicer shall deliver to the Trustee, the Master Servicer, each Rating Agency and the Controlling Class Representative a report (the "Asset Status Report") with respect to such Mortgage Loan and the related Mortgaged Property. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: (i) With respect summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Borrower; (ii) consideration of alternatives to any Whole the exercise of remedies (such as forbearance relief, modification of the terms and conditions of such Mortgage Loan, if disposition of the Specially Serviced Mortgage Loan or the related Intercreditor Agreements require Mortgaged Property and application of the proceeds of such disposition to the outstanding principal balance of such Mortgage Loan and interest thereon, or abandonment of the related Mortgaged Property); (iii) a discussion of the probable time frames and estimated amount of any related Property Advances applicable to each of the alternatives referred to above; (iv) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan and a recommendation as to whether outside legal counsel should be retained; (v) estimated budgets for any operating or capital funds expected to be required for the related Mortgaged Property; (vi) the most current rent roll available for and any strategy for the leasing or releasing of the related Mortgaged Property; (vii) the Special Servicer's analysis and recommendations (which will include a discussion of alternative courses of action and a comparison of the probable benefits and detriments of each alternative course of action) on how such Specially Serviced Mortgage Loan might be returned to performing status and returned to the Master Servicer for regular servicing under this Agreement or otherwise realized upon; and (viii) such other information as the Special Servicer deems relevant in light of the Servicing Standard. The Controlling Class Representative may object to prepare and deliver an "any Asset Status Report" Report within ten (10) Business Days of receipt; provided, however, that the Special Servicer shall implement the recommended action as outlined in such Asset Status Report if it makes an affirmative determination that not taking such action would result in a violation of the Servicing Standard. If the Controlling Class Representative disapproves such Asset Status Report and the Special Servicer has not made the affirmative determination described above, the Special Servicer will revise such Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after such Mortgage Loan becomes disapproval. The Special Servicer shall revise such Asset Status Report as described above until the Controlling Class Representative shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes an affirmative determination that such objection is inconsistent with the Servicing Standard; provided, however, in the event that the Controlling Class Representative and the Special Servicer have not agreed upon an Asset Status Report with respect to a Specially Serviced Mortgage Loan for approval within 120 days of the respective Companion Loan Controlling Class Representative's receipt of the initial Asset Status Report with respect to such Specially Serviced Mortgage Loan, subject to the limitations contained in such Intercreditor Agreement, and the Special Servicer will comply with shall implement the actions described in the most recent Asset Status Report submitted to the Controlling Class Representative by the Special Servicer. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Intercreditor Agreement Mortgaged Property, take any action set forth in such Asset Status Report before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interest of the Certificateholders and it has made a reasonable effort to contact the Controlling Class Representative and (ii) in any case, shall determine whether such disapproval is not in the best interest of all the Certificateholders pursuant to the Servicing Standard. (k) The Special Servicer shall have the authority to meet with the Borrower for any Specially Serviced Mortgage Loan and take such actions consistent with Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related Asset Status Report except as provided in (j) above. (l) Upon request of any Certificateholder (or any Beneficial Owner, if applicable, which shall have provided the Trustee with evidence satisfactory to the Special Servicer and the Trustee of its interest in a Certificate) or Rating Agency, the Trustee shall mail, without charge, to the address specified in such request a copy of the most current Asset Status Report for any Specially Serviced Mortgage Loan or REO Property. (m) Prior to delivering an Asset Status Report to any Certificateholder or Beneficial Owner, the Trustee shall have obtained an acknowledgment from the recipient thereof that U.S. securities laws may restrict the use of the information in the Asset Status Report. (n) Notwithstanding the foregoing subsections of this Section 3.27, the Master Servicer or the Special Servicer, as applicable, shall be permitted to modify, waive or amend any term of a Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, but only if such modification, waiver or amendment (a) would not be "significant" as such term is defined in Treasury Regulations Section 1.860G-2(b)(3), as determined by the Master Servicer or Special Servicer (and the Master Servicer or Special Servicer may rely on an Opinion of Counsel in making such determination), (b) would be in accordance with the Servicing Standard and (c) would not adversely affect in any material respect the interest of any Certificateholder not consenting thereto. The consent thereto of the majority of Percentage Interests of each Class of Certificates affected thereby or written confirmation from each Rating Agency that such modification, waiver or amendment will not result in a qualification, withdrawal or downgrading of the then current ratings assigned to the Certificates shall not be required but shall be conclusive evidence that such modification, waiver or amendment would not adversely affect in any material respect the interest of any Certificateholder not consenting thereto.

Modifications, Waivers and Amendments. (ai) With respect to non-Specially Serviced Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer (subject to the Special Servicer’s processing and/or consent if the subject modification, waiver or amendment constitutes a Major Decision or a Special Servicer Decision) or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to the consultation rights of the Operating Advisor, if any, and the consent or consultation rights of the Controlling Class Representative may modify, waive or amend any term of any Mortgage Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) endanger the status of either Trust REMIC as a REMIC 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)). In addition, with respect to non-Specially Serviced Loans, the Master Servicer, prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) or any Special Servicer Decision shall refer the request to the 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, and if the Master Servicer processes such request, the Master Servicer shall prepare and submit its written recommendation and analysis 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 or the consent or consultation rights of the Controlling Class Representative (as applicable)) to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision or Special Servicer Decision. Subject to Sections 3.26Section 3.10 of this Agreement, 3.28 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 3.31 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 subsections 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 (bor, in the case of a determination of an Acceptable Insurance Default, 20 days) through (g) belowfrom 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 Special Master Servicer may agree 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 or Serviced Whole Loan. (b) Subject and the date thereof, and shall deliver a copy to Section 3.26 and 3.31the Trustee, the Special Servicer shall determine, in accordance with the Servicing Standard, that any modification, waiver or amendment is appropriate and, except as provided in Section 3.02, Section 3.08, Section 3.09 and Sections 3.27(k) and 3.27(l), only the Special Servicer may consent to modifications, waivers or amendments of any term of any Mortgage Loan or Serviced Whole Loan. (c) The parties acknowledge the exclusive right of the Controlling Class Representative (prior to approve or disapprove any proposed modification, waiver or amendment 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 terms of the Non-Serviced Mortgage Loan under Section 3.26(d) (subject recorded agreement relating to the conditions therein stated). None of the Master Servicer, any sub-servicer or the Special Servicer shall agree to any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment would:within 15 Business Days following the execution and recordation thereof. (ic) affect the amount or timing Any modification of any related scheduled payments of principal, interest or other amount (including Yield Maintenance Charges) payable under the Mortgage Loan or Serviced Whole Loan; (ii) affect the obligation of the related Mortgagor Documents that requires obtaining a Rating Agency Confirmation pursuant to pay a Yield Maintenance Charge or permit a Principal Prepayment during the applicable Lock-out Period; (iii) except as expressly provided by the related Mortgagesuch Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in connection with such Loan Documents, shall not be made without obtaining a material adverse environmental condition Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Mortgaged PropertyMortgagor’s expense in accordance with the related Loan Agreement or, result if not so provided in a release such Loan Agreement or if such Mortgagor does not pay, at the expense of the lien of the related Mortgage on any material portion of such Mortgaged Property without a corresponding Principal Prepayment; or (iv) in the judgment of the Special Servicer, materially impair the security for the Mortgage Loan or Serviced Whole Loan or reduce the likelihood of timely payment of amounts due thereonTrust Fund. (d) Notwithstanding anything set forth in Section 3.27(c)Promptly after any Mortgage Loan becomes a Specially Serviced Loan, the Special Servicer may, subject to Sections 3.26 and 3.28 and in accordance with any applicable Intercreditor Agreement, consistent with shall request from the Servicing Standard: (i) reduce Certificate Administrator the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or any Yield Maintenance Charge; (ii) reduce the amount or change the timing name of the Monthly Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate; (iii) forbear in the enforcement of any right granted under any Note or Mortgage relating to a Specially Serviced Mortgage Loan; (iv) extend the Maturity Date of any Specially Serviced Mortgage Loan; (v) permit the substitution of collateral for any Specially Serviced Mortgage Loan; and/or (vi) accept a Principal Prepayment during any Lock-out Period; provided, however, that (x) the related Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or, in the judgment current Controlling Class Representative. Upon receipt of the Special Servicer, name of such default is reasonably foreseeable, (y) in current Controlling Class Representative from the sole, good faith judgment of the Special Servicer, in accordance with the Servicing Standard such modification, waiver or amendment would increase the recovery to Certificateholders and any related Companion Loan Noteholder, as a collective whole, on a net present value basis documented to the Trustee, by means of an Officer's Certificate of the Special Servicer setting forth the procedures and considerations of the Special Servicer forming the basis of the Special Servicer's determination (including but not limited to information such as related income and expense statements, rent rolls, occupancy status, property inspections, and an Appraisal of the related Mortgaged Property, if otherwise required pursuant to this Agreement or the Servicing Standard), and (z) with respect to clause (v) aboveAdministrator, 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 received Rating Agency Confirmationidentified 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 or Serviced Whole Loan beyond a date that is two 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 prior or, to the expiration of the term of such ground lease (or 10 years prior to the expiration of such ground lease extent consistent with the consent of the Controlling Class Representative orServicing Standard, if applicable, the Companion Loan Representative if the Special Servicer gives giving due consideration to the remaining term of the ground lease). Subject , 10 years prior to the provisions of this Section 3.27(e), the Master Servicer, with the consent end of the Controlling Class Representative, may extend the current term of a Mortgage Loan for up such ground lease, plus any options to two (2) successive one year periods; provided, however, that the related Mortgagor is in default with respect to the Mortgage Loan or, in the judgment of the Master Servicer, such default is reasonable foreseeable. The Master Servicer shall be entitled to any extension fees paid extend exercisable unilaterally by the related Mortgagor with respect to any extension undertaken pursuant to this paragraphMortgagor. (fh) The Special Servicer shall provide copies In connection with (i) the release of a Mortgaged Property or any modifications, waivers, amendments or extensions to portion of a Mortgaged Property from the Controlling Class Representative, the Holder lien of any Private Certificate, the Rating Agencies and the related Companion Loan Noteholder. All modifications, waivers, amendments and other actions entered into Mortgage or taken in respect (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the Mortgage Loans power of eminent domain or Serviced Whole Loanscondemnation, pursuant to this Section 3.27 shall be in writing. The if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, shall notify to calculate (or require the other servicers and the Trustee, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Mortgage Loan or Serviced Whole Loan pursuant Mortgagor to this Section 3.27, prior to the effective date thereof and the date as of which the related modification, waiver or amendment is to take effect, and shall deliver to the Trustee or the related Custodian for deposit in the related Mortgage File (with a copy provide such calculation to the Master Servicer or the Special Servicer, as applicable) an original counterpart the loan-to-value ratio of the agreement relating 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 such the extent that the Trust, as holder of a Non-Serviced Mortgage Loan, is entitled to consent to or approve any modification, waiverwaiver 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(g), 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 or other actionof a Mortgage Loan that is a non-Specially Serviced Loan, promptly (and in any event within 10 Business Days) following such Person shall likewise have the execution thereof. Copies of each agreement whereby any same consent rights, subject to the same conditions and/or restrictions, with respect to such modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan is effected shall be made available for review during normal business hours at the offices of the Trustee. (g) Any payment of interest which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders and Companion Loan Noteholders, be added to the unpaid principal balance of the related Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan so permit or that such interest may actually be capitalized. (h) Promptly after any Mortgage Loan or Serviced Whole Loan becomes a Specially 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 shall request from the Trustee the name of the current Controlling Class Representative and shall request from the Master Servicer the names of pursuant to the related Companion Loan Noteholder. Upon receipt of the name of Co-Lender Agreement, such current Controlling Class Representative from the Trustee, the Special Servicer shall notify rights may be exercised by the Controlling Class Representative and, with respect to (unless a Companion Loan, the Companion Loan Noteholder that such Mortgage Loan or Serviced Whole Loan became a Specially Serviced Mortgage LoanControl Termination Event has occurred and is continuing). (i) 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 respective Companion Loan Representative, 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.

Modifications, Waivers and Amendments. (a) Subject to Sections 3.26, 3.28 and 3.31 and subsections (b) through (g) below, as applicable, the Special Servicer may agree to any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan. (b) Subject to Section 3.26 and 3.31, the The Special Servicer shall determine, in accordance with the Servicing Standard, that any modification, waiver or amendment is appropriate and, except as provided in Section 3.02, Section 3.08, Section 3.09 and Sections 3.27(k3.27(n) and 3.27(l3.27(o), only the Special Servicer may consent to modifications, waivers or amendments of any term of any Mortgage Loan or Serviced Whole Loan. (c) The parties acknowledge the exclusive right of the Controlling Class Representative to approve or disapprove any proposed modification, waiver or amendment of the terms of the Non-Serviced Mortgage Loan under Section 3.26(d) (subject to the conditions therein stated). None of the Master Servicer, any sub-servicer subservicer or the Special Servicer shall agree to any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan if such modification, waiver or amendment would: (i) affect the amount or timing of any related scheduled payments of principal, interest or other amount (including Yield Maintenance Charges) payable under the Mortgage Loan or Serviced Whole Loan; (ii) affect the obligation of the related Mortgagor Borrower to pay a Yield Maintenance Charge or permit a Principal Prepayment during the applicable Lock-out Period; (iii) except as expressly provided by the related Mortgage, or in connection with a material adverse environmental condition at the related Mortgaged Property, result in a release of the lien of the related Mortgage on any material portion of such Mortgaged Property without a corresponding Principal Prepayment; or (iv) in the judgment of the Special Servicer, materially impair the security for the Mortgage Loan or Serviced Whole Loan or reduce the likelihood of timely payment of amounts due thereon. (d) Notwithstanding anything set forth in Section 3.27(c), the Special Servicer may, subject to Sections 3.26 and 3.28 and in accordance with any applicable Intercreditor Agreement, consistent with the Servicing Standard: (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or any Yield Maintenance Charge; (ii) reduce the amount or change the timing of the Monthly Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate; (iii) forbear in the enforcement of any right granted under any Note or Mortgage relating to a Specially Serviced Mortgage Loan; (iv) extend the Maturity Date of any Specially Serviced Mortgage Loan; (v) permit the substitution of collateral for any Specially Serviced Mortgage Loan; and/or (vi) accept a Principal Prepayment during any Lock-out Period; provided, however, that (x) the related Mortgagor Borrower is in default with respect to the Specially Serviced Mortgage Loan or, in the judgment of the Special Servicer, such default is reasonably foreseeable, (y) in the sole, good faith judgment of the Special Servicer, in accordance with the Servicing Standard such modification, waiver or amendment would increase the recovery to Certificateholders and any related Companion Loan Noteholder, as a collective whole, on a net present value basis documented to the Trustee, by means of an Officer's Certificate of the Special Servicer setting forth the procedures and considerations of the Special Servicer forming the basis of the Special Servicer's determination (including but not limited to information such as related income and expense statements, rent rolls, occupancy status, property inspections, and an Appraisal of the related Mortgaged Property, if otherwise required pursuant to this Agreement or the Servicing Standard), and (z) with respect to clause (v) above, the Special Servicer has received written confirmation from each Rating Agency Confirmationthat such substitution will not, in and of itself, lead to the downgrade, qualification or withdrawal of the ratings assigned to any Certificates. (e) 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 two 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 10 years prior to the expiration of the term of such ground lease (or 10 years prior to the expiration of such ground lease with the consent of the Controlling Class Representative or, if applicable, the Companion Loan Representative if the Special Servicer gives due consideration to the remaining term of the ground lease). Subject to the provisions of this Section 3.27(e), the Master Servicer, with the consent of the Controlling Class Representative, may extend the term of a Mortgage Loan for up to two (2) successive one year periods; provided, however, that the related Mortgagor is in default with respect to the Mortgage Loan or, in the judgment of the Master Servicer, such default is reasonable foreseeable. The Master Servicer shall be entitled to any extension fees paid by the related Mortgagor with respect to any extension undertaken pursuant to this paragraph. (f) The Special Servicer shall provide copies of any modifications, waivers, amendments or extensions to the Controlling Class Representative, Representative and the Holder of any Private Class F, Class G, Class H or Class J Certificate, the Rating Agencies and the related Companion Loan Noteholder. All modifications, waivers, amendments and other actions entered into or taken in respect of the Mortgage Loans or Serviced Whole Loans, pursuant to this Section 3.27 shall be in writing. The Master Servicer or the Special Servicer, as applicable, shall notify the other servicers servicer and the Trustee, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Mortgage Loan or Serviced Whole Loan pursuant to this Section 3.27, prior to the effective date thereof and the date as of which the related modification, waiver or amendment is to take effect, and shall deliver to the Trustee or the related Custodian for deposit in the related Mortgage File (with a copy to the Master Servicer or Special Servicer, as applicable) an original counterpart of the agreement relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. Copies of each agreement whereby any such modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan is effected shall be made available for review during normal business hours at the offices of the TrusteeSpecial Servicer. Following the execution of any modification, waiver or amendment agreed to by the Special Servicer pursuant to subsection (a), (e) or (f) above, as applicable, the Special Servicer shall deliver to the Trustee (with a copy to the Master Servicer) an Officer's Certificate setting forth in reasonable detail the basis of the determination made by it pursuant to subsection (a), (e) or (f) above. (g) Any payment of interest which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders and Companion Loan NoteholdersCertificateholders, be added to the unpaid principal balance of the related Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan so permit or that such interest may actually be capitalized. (h) Promptly after any Mortgage Loan or Serviced 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 Loan NoteholderRepresentative. 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 Loan, the Companion Loan Noteholder that such Mortgage Loan or Serviced Whole Loan became a Specially Serviced Mortgage Loan. Officers of the Special Servicer shall, at the request of the Controlling Class Representative, be reasonably available during regular business hours to discuss with such Controlling Class Representative objectives and strategies. (i) With respect No later than forty five (45) days after the servicing of such Mortgage Loan is transferred to any Whole Loanthe Special Servicer, if the related Intercreditor Agreements require the Special Servicer shall deliver to prepare the Trustee, the Master Servicer, each Rating Agency and deliver an the Controlling Class Representative a report (the "Asset Status Report" after ") with respect to such Mortgage Loan becomes and the related Mortgaged Property. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: (i) summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Borrower; (ii) consideration of alternatives to the exercise of remedies (such as forbearance relief, modification of the terms and conditions of such Mortgage Loan, disposition of the Specially Serviced Mortgage Loan or the related Mortgaged Property and application of the proceeds of such disposition to the outstanding principal balance of such Mortgage Loan and interest thereon, or abandonment of the related Mortgaged Property); (iii) a discussion of the probable time frames and estimated amount of any related Property Advances applicable to each of the alternatives referred to above; (iv) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan and a recommendation as to whether outside legal counsel should be retained; (v) estimated budgets for any operating or capital funds expected to be required for the related Mortgaged Property; (vi) the most current rent roll available for and any strategy for the leasing or releasing of the related Mortgaged Property; (vii) the Special Servicer's analysis and recommendations (which will include a discussion of alternative courses of action and a comparison of the probable benefits and detriments of each alternative course of action) on how such Specially Serviced Mortgage Loan might be returned to performing status and returned to the Master Servicer for regular servicing under this Agreement or otherwise realized upon; and (viii) such other information as the Special Servicer deems relevant in light of the Servicing Standard. The Controlling Class Representative may object to any Asset Status Report within ten (10) Business Days of receipt; provided, however, that the Special Servicer shall implement the recommended action as outlined in such Asset Status Report if it makes an affirmative determination that not taking such action would result in a violation of the Servicing Standard. If the Controlling Class Representative disapproves such Asset Status Report and the Special Servicer has not made the affirmative determination described above, the Special Servicer will revise such Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after such disapproval. The Special Servicer shall revise such Asset Status Report as described above until the Controlling Class Representative shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes an affirmative determination that such objection is inconsistent with the Servicing Standard. Upon making such determination, the Special Servicer shall notify the Trustee of such rejection and deliver to the Trustee a proposed notice to Certificateholders which shall include a copy of the Asset Status Report, and the Trustee shall send such notice to all Certificateholders. If a majority of such Certificateholders, as determined by Voting Rights, fail, within 5 days of the Trustee's sending such notice, to reject such Asset Status Report, the Special Servicer shall implement the same. If the Asset Status Report is rejected by the Certificateholders, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.27(i). The Trustee shall be entitled to reimbursement from the Trust Fund for the reasonable expenses of providing such notices. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action set forth in such Asset Status Report before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interest of the Certificateholders and it has made a reasonable effort to contact the Controlling Class Representative and (ii) in any case, shall determine whether such disapproval is not in the best interest of all the Certificateholders pursuant to the Servicing Standard. (j) The Special Servicer shall have the authority to meet with the Borrower for any Specially Serviced Mortgage Loan and take such actions consistent with Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related Asset Status Report except as provided in (j) above. (k) Upon request of any Certificateholder (or any Beneficial Owner, if applicable, which shall have provided the Trustee with evidence satisfactory to the Special Servicer and the Trustee of its interest in a Certificate) or Rating Agency, the Trustee shall mail, without charge, to the address specified in such request a copy of the most current Asset Status Report for any Specially Serviced Mortgage Loan or REO Property. (l) Prior to delivering an Asset Status Report to any Certificateholder or Beneficial Owner, the Trustee shall have obtained an acknowledgment from the recipient thereof that U.S. securities laws may restrict the use of the information in the Asset Status Report. (m) In accordance with the foregoing subsections of this Section 3.27, the Special Servicer shall be permitted to modify, waive or amend any term of a Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, only if such modification, waiver or amendment (a) would not be "significant" as such term is defined in Treasury Regulations Section 1.860G-2(b)(3), as determined by the Special Servicer (and the Special Servicer may rely on an Opinion of Counsel in making such determination) and (b) would be in accordance with the Servicing Standard. The consent thereto of the majority of Percentage Interests of each Class of Certificates affected thereby or written confirmation from each Rating Agency that such modification, waiver or amendment will not result in a qualification, withdrawal or downgrading of the then current ratings assigned to the Certificates shall not be required but shall be conclusive evidence that such modification, waiver or amendment would not adversely affect in any material respect the interest of any Certificateholder not consenting thereto. (n) Notwithstanding the foregoing subsections of this Section 3.27, the Master Servicer may modify or amend the terms of any Mortgage Loan (other than a Specially Serviced Mortgage Loan for approval Loan) without the consent of the respective Companion Loan Representative, subject to the limitations contained in such Intercreditor Agreement, and the Special Servicer will comply in order to (i) cure any ambiguity therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that such modification or amendment would not be a "significant modification" of the terms Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) (and the Master Servicer may rely on an Opinion of Counsel at the related Borrower's expense in making such determination). (o) Notwithstanding the foregoing subsections of this Section 3.27, the Master Servicer may grant, without any Rating Agency confirmation as provided in Section 3.09(e) or Special Servicer approval, a Mortgagor's request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Intercreditor Agreement Mortgage Loan to such easement or right-of-way provided the Master Servicer shall have determined in accordance with respect theretothe Servicing Standards that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgaged Property, or the security intended to be provided by such Mortgage, the related Mortgagor's ability to repay the Mortgage Loan, or materially or adversely affect the value of such Mortgaged Property.