Common use of Renewals, Modifications, Waivers, Amendments; Consents and Other Matters Clause in Contracts

Renewals, Modifications, Waivers, Amendments; Consents and Other Matters. (a) The applicable Issuer and the Property Manager may enter into renewals of Leases and new Leases that provide for rental rates comparable to existing local market rates and are on commercially reasonable terms. All Leases executed after the Initial Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Property and that the lessee agrees to attorn to the Indenture Trustee or any purchaser at a sale by foreclosure or power of sale. The Indenture Trustee shall, at the request of the related Issuer or the Property Manager, enter into an SNDA with the Tenant under a Lease to the extent such Lease does not contain provisions subordinating such Lease to the lien of the related Mortgage and requiring the related Tenant to attorn and recognize the holders of the beneficial interests under such Mortgage or such other party as may acquire title to the related Property by foreclosure, deed-in-lieu thereof or otherwise. The Property Manager shall observe and perform the obligations imposed upon the lessor under the Leases in accordance with the Servicing Standard. The applicable Issuer shall execute and deliver, or cause to be executed and delivered, at the request of any party hereto all such further assurances, confirmations and assignments in connection with the Leases as may be required by such party. (b) Except as specifically set forth herein, neither the applicable Issuer nor the Property Manager (i) shall amend or modify in any material respect, or terminate (other than in connection with a bona fide default by the Tenant or Borrower thereunder beyond any applicable notice or grace period or with respect to Lease Transfer Properties), any Lease or Mortgage Loan other than in accordance with the Servicing Standard, (ii) unless permitted by the related Lease or Mortgage Loan and remitted and initiated thereunder by the related Tenant or Borrower, shall not collect any rents or principal or interest more than one (1) month in advance (other than security deposits), and (iii) shall not execute any other assignment of lessor’s interest in the Leases or the rents or the related Issuer’s interest in the Mortgage Loan (except as contemplated by the Transaction Documents or the Leases or Mortgage Loans, as applicable). For the purpose of this section, without limiting the generality of the foregoing, any extension of the term of a Lease or Mortgage Loan that does not reduce the rent or principal or interest, payable thereunder shall be deemed not to be material and any amendment or modification of a Lease or Mortgage Loan that reduces the term thereof or the rent, or principal or interest, payable thereunder shall be deemed to be material. (c) Notwithstanding the foregoing: (i) The applicable Issuer, the Property Manager, the Back-Up Manager and the Special Servicer, each may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of the Tenant or Borrower on or any Lease Guarantor or Loan Guarantor, and approve of the assignment of a Tenant’s interest in its Lease or Borrower’s interest in its Mortgage Loan or the sublease of all or a portion of a Property (each, an “Amendment”) without the consent of the applicable Issuer, the Indenture Trustee, the Back-Up Manager or Notheholder or any other Person, provided that the Property Manager certifies to the Indenture Trustee that: (A) such Amendment is entered into for a commercially reasonable purpose in an arm’s-length transaction on market terms; and (B) subject to the provisions below, such Amendment shall not cause the Monthly DSCR to be less than 1.35; and (C) in the reasonable judgment of the applicable Issuer, the Property Manager and the Special Servicer, as the case may be, such Amendment is in the best interest of the Noteholders and (other than in connection with a Tenant or Borrower default or with respect to Lease Transfer Properties) will not have an adverse effect on the Collateral Value of the related Property or Mortgage Loan. Any Amendment that would cause the Monthly DSCR to fall below 1.35 shall require the approval of the Property Manager, if the Property Manager is not also the Special Servicer, in accordance with the Servicing Standard after notice thereof to the Indenture Trustee and Back-Up Manager. In the event that Property Manager shall fail to respond to any request for approval hereunder within such ten (10) Business Day period, the applicable Issuer may send a second notice, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If the Property Manager fails to approve or disapprove the proposed Amendment within ten (10) Business Days, the Amendment shall be deemed approved”, and if the Property Manager shall fail to respond to such second request within such ten (10) Business Day period, the Amendment shall be deemed approved by the Property Manager.” (ii) Any Amendment in connection with a bona fide default by the Tenant or Borrower shall not be subject to the foregoing terms of this Section 3.16. Regardless of whether any Amendment is material or not, the Property Manager will give the Indenture Trustee prompt written notice thereof and shall indicate whether such action is being taken pursuant to the preceding sentence and upon request will deliver a copy of any documents executed in connection therewith to the Rating Agencies and the Indenture Trustee. (iii) To the extent that the applicable Issuer is not entitled, under the terms of any Lease or Mortgage Loan, to withhold its consent to an assignment, subletting or assumption thereunder, the granting of such consent shall not be restricted by this Section 3.16. (iv) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to any Lease or Mortgage Loan with respect to which there exists a bona fide default by the related Tenant or Borrower, any Amendment or other action with respect to any Lease or Mortgage Loan that is required under the terms of such Lease or Mortgage Loan or that is solely within the control of the related Tenant or Borrower. (v) Neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant or Borrower if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (vi) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to the Property Manager’s or the Special Servicer’s ability to terminate a Lease or Mortgage Loan in accordance with the terms thereof. (d) The Issuers, the Property Manager and the Special Servicer shall have no liability to the Issuers, the Indenture Trustee, the Noteholders or to any other Person if its analysis and determination that the Amendment or other action contemplated by Section 3.16(c) would not materially reduce the likelihood of timely payment of amounts due thereon, or that such Amendment or other action is reasonably likely to produce a greater recovery to the related Issuer on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in accordance with the Servicing Standard in good faith by the applicable Issuer, the Property Manager or the Special Servicer, as the case may be. (e) The Property Manager and the Special Servicer each may, as a condition to its granting any request by a Tenant or Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within the Property Manager’s or Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Lease or Mortgage Loan and is permitted by the terms of this Agreement, require that such Tenant or Borrower, to the extent permitted by the subject Lease or Mortgage Loan, or, if not so permitted, the related Issuer, pay to the Property Manager or Special Servicer, as applicable, as additional servicing compensation a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it. (f) All modifications, waivers, amendments and other actions entered into or taken in respect of a Lease or Mortgage Loan pursuant to this Section 3.16 shall be in writing. Each of the Property Manager and the Special Servicer shall notify the other such party and each Issuer, the Back-Up Manager, the applicable Rating Agencies and the Custodian, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Lease or Mortgage Loan pursuant to this Section 3.16 and the date thereof, and shall deliver to the Custodian for deposit in the related Lease File or Loan File an original counterpart of the agreements relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. In addition, following any Amendment or other action agreed to by the Property Manager or the Special Servicer pursuant to Section 3.16(c) above, the Property Manager or the Special Servicer, as the case may be, shall deliver to each Issuer, to the Indenture Trustee and, in the case of the Special Servicer, to the Property Manager, an Officer’s Certificate certifying compliance with such subsection (c).

Renewals, Modifications, Waivers, Amendments; Consents and Other Matters. (a) The applicable Issuer and the Property Manager may enter into renewals of Leases and new Leases that provide for rental rates comparable to existing local market rates and are on commercially reasonable terms. All Leases executed after the Initial Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Property and that the lessee agrees to attorn to the Indenture Trustee or any purchaser at a sale by foreclosure or power of sale. The Indenture Trustee shall, at the request of the related Issuer or the Property Manager, enter into an SNDA with the Tenant under a Lease to the extent such Lease does not contain provisions subordinating such Lease to the lien of the related Mortgage and requiring the related Tenant to attorn and recognize the holders of the beneficial interests under such Mortgage or such other party as may acquire title to the related Property by foreclosure, deed-in-lieu thereof or otherwise. The Property Manager shall observe and perform the obligations imposed upon the lessor under the Leases in accordance with the Servicing Standard. The applicable Issuer shall execute and deliver, or cause to be executed and delivered, at the request of any party hereto all such further assurances, confirmations and assignments in connection with the Leases as may be required by such party. (b) Except as specifically set forth herein, neither the applicable Issuer nor the Property Manager (i) shall amend or modify in any material respect, or terminate (other than in connection with a bona fide default by the Tenant or Borrower thereunder beyond any applicable notice or grace period or with respect to Lease Transfer Properties), any Lease or Mortgage Loan other than in accordance with the Servicing Standard, (ii) unless permitted by the related Lease or Mortgage Loan and remitted and initiated thereunder by the related Tenant or Borrower, shall not collect any rents or principal or interest more than one (1) month in advance (other than security deposits), and (iii) shall not execute any other assignment of lessor’s interest in the Leases or the rents or the related Issuer’s interest in the Mortgage Loan (except as contemplated by the Transaction Documents or the Leases or Mortgage Loans, as applicable). For the purpose of this section, without limiting the generality of the foregoing, any extension of the term of a Lease or Mortgage Loan that does not reduce the rent or principal or interest, payable thereunder shall be deemed not to be material and any amendment or modification of a Lease or Mortgage Loan that reduces the term thereof or the rent, or principal or interest, payable thereunder shall be deemed to be material. (c) Notwithstanding the foregoing: (i) The applicable Issuer, the Property Manager, the Back-Up Manager and the Special Servicer, each may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of the Tenant or Borrower on or any Lease Guarantor or Loan Guarantor, and approve of the assignment of a Tenant’s interest in its Lease or Borrower’s interest in its Mortgage Loan or the sublease of all or a portion of a Property (each, an “Amendment”) without the consent of the applicable Issuer, the Indenture Trustee, the Back-Up Manager or Notheholder Noteholder or any other Person, provided that the Property Manager certifies to the Indenture Trustee that: (A) such Amendment is entered into for a commercially reasonable purpose in an arm’s-length transaction on market terms; and (B) subject to the provisions below, such Amendment shall not cause the Monthly DSCR to be less than 1.35; and (C) in the reasonable judgment of the applicable Issuer, the Property Manager and the Special Servicer, as the case may be, such Amendment is in the best interest of the Noteholders and (other than in connection with a Tenant or Borrower default or with respect to Lease Transfer Properties) will not have an adverse effect on the Collateral Value of the related Property or Mortgage Loan. . (ii) Any Amendment that would cause the Monthly DSCR to fall below 1.35 shall require the approval of the Property Manager, if the Property Manager is not also the Special Servicer, in accordance with the Servicing Standard after notice thereof to the Indenture Trustee and Back-Up Manager. In the event that Property Manager shall fail to respond to any request for approval hereunder within such ten (10) Business Day period, the applicable Issuer may send a second notice, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If the Property Manager fails to approve or disapprove the proposed Amendment within ten (10) Business Days, the Amendment shall be deemed approved”, and if the Property Manager shall fail to respond to such second request within such ten (10) Business Day period, the Amendment shall be deemed approved by the Property Manager.” (iiiii) Any Amendment in connection with a bona fide default by the Tenant or Borrower shall not be subject to the foregoing terms of this Section 3.16. Regardless of whether any Amendment is material or not, the Property Manager will give the Indenture Trustee prompt written notice thereof and shall indicate whether such action is being taken pursuant to the preceding sentence and upon request will deliver a copy of any documents executed in connection therewith to the Rating Agencies and the Indenture Trustee. (iiiiv) To the extent that the applicable Issuer is not entitled, under the terms of any Lease or Mortgage Loan, to withhold its consent to an assignment, subletting or assumption thereunder, the granting of such consent shall not be restricted by this Section 3.16. (ivv) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to any Lease or Mortgage Loan with respect to which there exists a bona fide default by the related Tenant or Borrower, any Amendment or other action with respect to any Lease or Mortgage Loan that is required under the terms of such Lease or Mortgage Loan or that is solely within the control of the related Tenant or Borrower. (vvi) Neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant or Borrower if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (vivii) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to the Property Manager’s or the Special Servicer’s ability to terminate a Lease or Mortgage Loan in accordance with the terms thereof. (d) The Issuers, the Property Manager and the Special Servicer shall have no liability to the Issuers, the Indenture Trustee, the Noteholders or to any other Person if its analysis and determination that the Amendment or other action contemplated by Section 3.16(c) would not materially reduce the likelihood of timely payment of amounts due thereon, or that such Amendment or other action is reasonably likely to produce a greater recovery to the related Issuer on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in accordance with the Servicing Standard in good faith by the applicable Issuer, the Property Manager or the Special Servicer, as the case may be. (e) The Property Manager and the Special Servicer each may, as a condition to its granting any request by a Tenant or Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within the Property Manager’s or Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Lease or Mortgage Loan and is permitted by the terms of this Agreement, require that such Tenant or Borrower, to the extent permitted by the subject Lease or Mortgage Loan, or, if not so permitted, the related Issuer, pay to the Property Manager or Special Servicer, as applicable, as additional servicing compensation a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it. (f) All modifications, waivers, amendments and other actions entered into or taken in respect of a Lease or Mortgage Loan pursuant to this Section 3.16 shall be in writing. Each of the Property Manager and the Special Servicer shall notify the other such party and each Issuer, the Back-Up Manager, the applicable Rating Agencies and the Custodian, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Lease or Mortgage Loan pursuant to this Section 3.16 and the date thereof, and shall deliver to the Custodian for deposit in the related Lease File or Loan File an original counterpart of the agreements relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. In addition, following any Amendment or other action agreed to by the Property Manager or the Special Servicer pursuant to Section 3.16(c) above, the Property Manager or the Special Servicer, as the case may be, shall deliver to each Issuer, to the Indenture Trustee and, in the case of the Special Servicer, to the Property Manager, an Officer’s Certificate certifying compliance with such subsection (c).

Renewals, Modifications, Waivers, Amendments; Consents and Other Matters. (a) The applicable Issuer and the Property Manager may enter into renewals of Leases and new Leases that provide for rental rates comparable to existing local market rates and are on commercially reasonable terms. All Leases executed after the Initial Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Property and that the lessee agrees to attorn to the Indenture Trustee or any purchaser at a sale by foreclosure or power of sale. The Indenture Trustee shall, at the request of the related Issuer or the Property Manager, enter into an SNDA with the Tenant under a Lease to the extent such Lease does not contain provisions subordinating such Lease to the lien of the related Mortgage and requiring the related Tenant to attorn and recognize the holders of the beneficial interests under such Mortgage or such other party as may acquire title to the related Property by foreclosure, deed-in-lieu thereof or otherwise. The Property Manager shall observe and perform the obligations imposed upon the lessor under the Leases in accordance with the Servicing Standard. The applicable Issuer shall execute and deliver, or cause to be executed and delivered, at the request of any party hereto all such further assurances, confirmations and assignments in connection with the Leases as may be required by such party. (b) Except as specifically set forth herein, neither the applicable Issuer nor the Property Manager (i) shall amend or modify in any material respect, or terminate (other than in connection with a bona fide default by the Tenant or Borrower thereunder beyond any applicable notice or grace period or with respect to Lease Transfer Properties), ) any Lease or Mortgage Loan other than Loan; provided, however, a reduction in accordance rent with respect to a Lease will not be deemed to be a material modification if (A) the Servicing StandardMonthly Lease Payment following such reduction is consistent with market prices for similar leases, (B) such reduction is in exchange for an extended lease term and (C) the Property Manager reasonably determines that such modification will not materially and adversely affect the interests of the applicable Issuer, (ii) unless permitted by the related Lease or Mortgage Loan and remitted and initiated thereunder by the related Tenant or Borrower, shall not collect any rents or principal or interest more than one (1) month in advance (other than security deposits), and (iii) shall not execute any other assignment of lessor’s interest in the Leases or the rents or the related Issuer’s interest in the Mortgage Loan (except as contemplated by the Transaction Documents or the Leases or Mortgage Loans, as applicable). For the purpose of this section, without limiting the generality of the foregoing, any extension of the term of a Lease or Mortgage Loan that does not reduce the rent or principal or interest, payable thereunder shall be deemed not to be material and any amendment or modification of a Lease or Mortgage Loan that reduces the term thereof or the rent, or principal or interest, payable thereunder shall be deemed to be material. (c) Notwithstanding the foregoing: (i) The applicable Issuer, Each of the Property Manager, the Back-Up Manager and the Special Servicer, each Servicer may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of the Tenant or Borrower on or any Lease Guarantor or Loan Guarantor, and approve of the assignment of a Tenant’s interest in its Lease or Borrower’s interest in its Mortgage Loan or the sublease of all or a portion of a Property (each, an “Amendment”) without the consent of the applicable Issuer, the Indenture Trustee, the Back-Up Manager or Notheholder Manager, any Noteholder or any other Person, provided that the Property Manager certifies to the Indenture Trustee that: (A) such Amendment is entered into for a commercially reasonable purpose in an arm’s-length transaction on market terms; and (B) subject to the provisions below, such Amendment shall not cause the Monthly DSCR to be less than 1.35; and (C) in the reasonable judgment of the applicable Issuer, the Property Manager and the Special Servicer, as the case may be, such Amendment is in the best interest of the Noteholders and (other than in connection with a Tenant or Borrower default or with respect to Lease Transfer Properties) will not have an adverse effect on the Collateral Value of the related Property or Mortgage Loan. Any Amendment that would cause the Monthly DSCR to fall below 1.35 shall require the approval of the Property Manager, if the Property Manager is not also the Special Servicer, in accordance with the Servicing Standard after notice thereof to the Indenture Trustee and Back-Up Manager. In the event that Property Manager shall fail to respond to any request for approval hereunder within such ten (10) Business Day period, the applicable Issuer may send a second notice, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If the Property Manager fails to approve or disapprove the proposed Amendment within ten (10) Business Days, the Amendment shall be deemed approved”, and if the Property Manager shall fail to respond to such second request within such ten (10) Business Day period, the Amendment shall be deemed approved by the Property Manager.” (ii) Any Amendment in connection with a bona fide default by the Tenant or Borrower shall not be subject to the foregoing terms of this Section 3.16. Regardless of whether any Amendment is material or not, the Property Manager will give the Indenture Trustee prompt written notice thereof and shall indicate whether such action is being taken pursuant to the preceding sentence and upon request will deliver a copy of any documents executed in connection therewith to the Rating Agencies and the Indenture Trustee. (iii) To the extent that the applicable Issuer is not entitled, under the terms of any Lease or Mortgage Loan, to withhold its consent to an assignment, subletting or assumption thereunder, the granting of such consent shall not be restricted by this Section 3.16. (iv) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to any Lease or Mortgage Loan with respect to which there exists a bona fide default by the related Tenant or Borrower, any Amendment or other action with respect to any Lease or Mortgage Loan that is required under the terms of such Lease or Mortgage Loan or that is solely within the control of the related Tenant or Borrower. (v) Neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant or Borrower if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (vi) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to the Property Manager’s or the Special Servicer’s ability to terminate a Lease or Mortgage Loan in accordance with the terms thereof. (d) The Issuers, the Property Manager and the Special Servicer shall have no liability to the Issuers, the Indenture Trustee, the Noteholders or to any other Person if its analysis and determination that the Amendment or other action contemplated by Section 3.16(c) would not materially reduce the likelihood of timely payment of amounts due thereon, or that such Amendment or other action is reasonably likely to produce a greater recovery to the related Issuer on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in accordance with the Servicing Standard in good faith by the applicable Issuer, the Property Manager or the Special Servicer, as the case may be. (e) The Property Manager and the Special Servicer each may, as a condition to its granting any request by a Tenant or Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within the Property Manager’s or Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Lease or Mortgage Loan and is permitted by the terms of this Agreement, require that such Tenant or Borrower, to the extent permitted by the subject Lease or Mortgage Loan, or, if not so permitted, the related Issuer, pay to the Property Manager or Special Servicer, as applicable, as additional servicing compensation a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it. (f) All modifications, waivers, amendments and other actions entered into or taken in respect of a Lease or Mortgage Loan pursuant to this Section 3.16 shall be in writing. Each of the Property Manager and the Special Servicer shall notify the other such party and each Issuer, the Back-Up Manager, the applicable Rating Agencies and the Custodian, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Lease or Mortgage Loan pursuant to this Section 3.16 and the date thereof, and shall deliver to the Custodian for deposit in the related Lease File or Loan File an original counterpart of the agreements relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. In addition, following any Amendment or other action agreed to by the Property Manager or the Special Servicer pursuant to Section 3.16(c) above, the Property Manager or the Special Servicer, as the case may be, shall deliver to each Issuer, to the Indenture Trustee and, in the case of the Special Servicer, to the Property Manager, an Officer’s Certificate certifying compliance with such subsection (c). (g) From time to time, subject to the Servicing Standard, the Property Manager or Special Servicer, as applicable, shall be entitled (on behalf of the Issuer and the Indenture Trustee) to release an immaterial portion of any Property that it is then administering from the lien of the Indenture and the Mortgage (and simultaneously release the Issuer’s interest in such portion of such Property) or consent to, or make, an immaterial modification with respect to any Property that it is then administering; provided, that, such Property Manager or Special Servicer shall have delivered an Officer’s Certificate to the Indenture Trustee (upon which the Indenture Trustee shall be entitled to conclusively rely) that it reasonably believes that such release or modification (both individually and collectively with any other similar releases or modifications with respect to such Property) will not materially adversely affect (i) the Appraised Value of such Property or (ii) the Noteholders’ or the holders’ of the Related Series Notes interests in such Property. Following the Indenture Trustee’s receipt of such Officer’s Certificate, the Indenture Trustee shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to effect such release or modification.

Renewals, Modifications, Waivers, Amendments; Consents and Other Matters. (a) The applicable Issuer and the Property Manager may enter into renewals of Leases and new Leases that provide for rental rates comparable to existing local market rates and are on commercially reasonable terms. All Leases executed after the Initial Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Property and that the lessee agrees to attorn to the Indenture Trustee or any purchaser at a sale by foreclosure or power of sale. The Indenture Trustee shall, at the request of the related Issuer or the Property Manager, enter into an SNDA with the Tenant under a Lease to the extent such Lease does not contain provisions subordinating such Lease to the lien of the related Mortgage and requiring the related Tenant to attorn and recognize the holders of the beneficial interests under such Mortgage or such other party as may acquire title to the related Property by foreclosure, deed-in-lieu thereof or otherwise. The Property Manager shall observe and perform the obligations imposed upon the lessor under the Leases in accordance with the Servicing Standard. The applicable Issuer shall execute and deliver, or cause to be executed and delivered, at the request of any party hereto all such further assurances, confirmations and assignments in connection with the Leases as may be required by such party. (b) Except as specifically set forth herein, neither the applicable Issuer nor the Property Manager shall: (i) shall not (A) amend or modify in any material respect, or terminate (other than in connection with a bona fide default by the Tenant or Borrower thereunder beyond any applicable notice or grace period or with respect to the Lease Transfer Properties)) any Lease; provided, any however, a reduction in rent with respect to a Lease or Mortgage Loan other than in accordance will not be deemed to be a material modification if (1) the Monthly Lease Payment following such reduction is consistent with the Servicing Standardmarket prices for similar leases, (ii2) such reduction is in exchange for an extended lease term and (3) the Property Manager reasonably determines that such modification will not materially and adversely affect the interests of the applicable Issuer, (B) unless permitted by the related Lease or Mortgage Loan and remitted and initiated thereunder by the related Tenant or BorrowerTenant, shall not collect any rents or principal or interest more than one (1) month in advance (other than security deposits), and or (iiiC) shall not execute any other assignment of lessor’s interest in Tenant assignment; and (ii) execute and deliver all such further assurances, confirmations and assignments as the Leases or the rents or the related Issuer’s interest in the Mortgage Loan (except as contemplated by the Transaction Documents or the Leases or Mortgage Loans, as applicable). For the purpose of this section, without limiting the generality of the foregoing, any extension of the term of a Lease or Mortgage Loan that does not reduce the rent or principal or interest, payable thereunder Indenture Trustee shall be deemed not to be material and any amendment or modification of a Lease or Mortgage Loan that reduces the term thereof or the rent, or principal or interest, payable thereunder shall be deemed to be materialreasonably require. (c) Notwithstanding the foregoing: (i) The applicable IssuerEach of the Issuers, the Property Manager, the Back-Up Manager and the Special Servicer, each Servicer may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of the Tenant or Borrower on or any Lease Guarantor or Loan Guarantor, and approve of the assignment of a Tenant’s interest in its Lease or Borrower’s interest in its Mortgage Loan or the sublease of all or a portion of a Property (each, an “Amendment”) without the consent of the applicable Issuer, the Indenture Trustee, the Back-Up Manager or Notheholder Manager, any Noteholder or any other Person, provided that the Property Manager certifies to the Indenture Trustee that: (A) such Amendment is entered into for a commercially reasonable purpose in an arm’s-length transaction on market terms; and (B) subject to the provisions below, such Amendment shall not cause the Monthly DSCR to be less than 1.35; and (C) in the reasonable judgment of the applicable Issuer, party agreeing to the Property Manager and the Special Servicer, as the case may beAmendment, such Amendment is in the best interest of the Noteholders and (other than in connection with a Tenant or Borrower default or with respect to Lease Transfer Properties) will not have an adverse effect on the Collateral Value of the related Property Property; provided, that any such Amendment (x) in connection with a Delinquent Asset or Mortgage LoanDefaulted Asset, (y) that is required by the terms of the applicable Lease or (z) with respect to which the Rating Condition is satisfied, shall not be subject to the foregoing restrictions set forth in (A), (B) or (C) above. Any Amendment that would cause the Monthly DSCR to fall below 1.35 shall require the approval of the Property Manager, if the Property Manager is not also the Special Servicer, in accordance with the Servicing Standard after notice thereof to the Indenture Trustee and Back-Up Manager. In the event that Property Manager shall fail to respond to any request for approval hereunder within such ten (10) Business Day period, the applicable Issuer may send a second notice, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If the Property Manager fails to approve or disapprove the proposed Amendment within ten (10) Business Days, the Amendment shall be deemed approved”, and if the Property Manager shall fail to respond to such second request within such ten (10) Business Day period, the Amendment shall be deemed approved by the Property Manager.” (ii) Any Amendment (A) in connection with a bona fide default by the Tenant Tenant, (B) that is required by the terms of any Lease or Borrower is solely within any Tenant’s control or (C) with respect to which the Rating Condition is satisfied, shall not be subject to the foregoing terms of this Section 3.16. Regardless of whether any Amendment is material or not, the Property Manager will give the Indenture Trustee prompt written notice thereof and shall indicate whether such action is being taken pursuant to the preceding sentence and upon request will deliver a copy of any documents executed in connection therewith to the Rating Agencies and the Indenture Trustee3. (iii) To the extent that the applicable Issuer is not entitled, under the terms of any Lease or Mortgage Loan, to withhold its consent to an assignment, subletting or assumption thereunder, the granting of such consent shall not be restricted by this Section 3.16. (iv) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to any Lease or Mortgage Loan with respect to which there exists a bona fide default by the related Tenant or Borrower, any Amendment or other action with respect to any Lease or Mortgage Loan that is required under the terms of such Lease or Mortgage Loan or that is solely within the control of the related Tenant or Borrower. (v) Neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant or Borrower if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (vi) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to the Property Manager’s or the Special Servicer’s ability to terminate a Lease or Mortgage Loan in accordance with the terms thereof. (d) The Issuers, the Property Manager and the Special Servicer shall have no liability to the Issuers, the Indenture Trustee, the Noteholders or to any other Person if its analysis and determination that the Amendment or other action contemplated by Section 3.16(c) would not materially reduce the likelihood of timely payment of amounts due thereon, or that such Amendment or other action is reasonably likely to produce a greater recovery to the related Issuer on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in accordance with the Servicing Standard in good faith by the applicable Issuer, the Property Manager or the Special Servicer, as the case may be. (e) The Property Manager and the Special Servicer each may, as a condition to its granting any request by a Tenant or Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within the Property Manager’s or Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Lease or Mortgage Loan and is permitted by the terms of this Agreement, require that such Tenant or Borrower, to the extent permitted by the subject Lease or Mortgage Loan, or, if not so permitted, the related Issuer, pay to the Property Manager or Special Servicer, as applicable, as additional servicing compensation a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it. (f) All modifications, waivers, amendments and other actions entered into or taken in respect of a Lease or Mortgage Loan pursuant to this Section 3.16 shall be in writing. Each of the Property Manager and the Special Servicer shall notify the other such party and each Issuer, the Back-Up Manager, the applicable Rating Agencies and the Custodian, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Lease or Mortgage Loan pursuant to this Section 3.16 and the date thereof, and shall deliver to the Custodian for deposit in the related Lease File or Loan File an original counterpart of the agreements relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. In addition, following any Amendment or other action agreed to by the Property Manager or the Special Servicer pursuant to Section 3.16(c) above, the Property Manager or the Special Servicer, as the case may be, shall deliver to each Issuer, to the Indenture Trustee and, in the case of the Special Servicer, to the Property Manager, an Officer’s Certificate certifying compliance with such subsection (c).

Renewals, Modifications, Waivers, Amendments; Consents and Other Matters. (a) The applicable Issuer and the Property Manager Borrower may enter into renewals of Leases and new Leases that provide for rental rates comparable to existing local market rates and are on commercially reasonable terms. All Leases executed after the Initial Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Property and that the lessee agrees to attorn to the Indenture Trustee Administrative Agent or any purchaser at a sale by foreclosure or power of sale. The Indenture Trustee Administrative Agent shall, at the request of the related Issuer Borrower or the Property Manager, enter into an SNDA approved by the Administrative Agent with the Tenant under a Lease to the extent such Lease does not contain provisions subordinating such Lease to the lien of the related Mortgage and requiring the related Tenant to attorn and recognize the holders of the beneficial interests under such Mortgage or such other party as may acquire title to the related Property by foreclosure, deed-in-lieu thereof or otherwise. The Property Manager shall observe and perform the obligations imposed upon the lessor under the Leases in accordance with the Servicing Standard. The applicable Issuer Borrower shall execute and deliver, or cause to be executed and delivered, at the request of any party hereto all such further assurances, confirmations and assignments in connection with the Leases as may be required by such party. (b) Except as specifically set forth herein, neither the applicable Issuer Borrower nor the Property Manager (i) shall amend or modify in any material respect, or terminate (other than in connection with a bona fide default by the Tenant or Mortgage Loan Borrower thereunder beyond any applicable notice or grace period or with respect to Lease Transfer Properties), any Lease or Mortgage Loan other than in accordance with the Servicing Standard, (ii) unless permitted by the related Lease or Mortgage Loan and remitted and initiated thereunder by the related Tenant or Mortgage Loan Borrower, shall not collect any rents or principal or interest more than one (1) month in advance (other than security deposits), and (iii) shall not execute any other assignment of lessor’s interest in the Leases or the rents or the related IssuerBorrower’s interest in the Mortgage Loan (except as contemplated by the Transaction Loan Documents or the Leases or Mortgage Loans, as applicable). For the purpose of this section, without limiting the generality of the foregoing, any extension of the term of a Lease or Mortgage Loan that does not reduce the rent or principal or interest, payable thereunder shall be deemed not to be material and any amendment or modification of a Lease or Mortgage Loan that reduces the term thereof or the rent, or principal or interest, payable thereunder shall be deemed to be material. (c) Notwithstanding the foregoing: (i) The applicable Issuer, the Property Manager, the Back-Up Manager and the Special Servicer, each Servicer may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of the Tenant or Mortgage Loan Borrower on or any Lease Guarantor or Loan Guarantor, and approve of the assignment of a Tenant’s interest in its Lease or Mortgage Loan Borrower’s interest in its Mortgage Loan or the sublease of all or a portion of a Property (each, an “Amendment”) without the consent of the applicable Issuer, the Indenture TrusteeBorrower, the Back-Up Manager Manager, the Administrative Agent or Notheholder any Lender or any other Person, provided that the Property Manager certifies to the Indenture Trustee Administrative Agent that: (A) such Amendment is entered into for a commercially reasonable purpose in an arm’s-length transaction on market terms; and (B) subject to the provisions below, such Amendment shall not cause the Monthly DSCR to be less than 1.351.35 x; and (C) in the reasonable judgment of the applicable IssuerBorrower, the Property Manager and the Special Servicer, as the case may be, such Amendment is in the best interest of the Noteholders Lenders and (other than in connection with a Tenant or Mortgage Loan Borrower default or with respect to Lease Transfer Properties) will not have an adverse effect on the Collateral Value of the related Property or Mortgage Loan. . (ii) Any Amendment that would cause the Monthly DSCR to fall below 1.35 1.35x shall require the approval of the Property Manager, if the Property Manager is not also the Special Servicer, in accordance with the Servicing Standard after notice thereof to the Indenture Trustee Administrative Agent and Back-Up Manager. In the event that Property Manager shall fail to respond to any request for approval hereunder within such ten (10) Business Day period, the applicable Issuer Borrower may send a second notice, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If the Property Manager fails to approve or disapprove the proposed Amendment within ten (10) Business Days, the Amendment shall be deemed approved”, and if the Property Manager shall fail to respond to such second request within such ten (10) Business Day period, the Amendment shall be deemed approved by the Property Manager.” (iiiii) Any Amendment in connection with a bona fide default by the Tenant or Borrower shall not be subject to the foregoing terms of this Section 3.16. Regardless of whether any Amendment is material or not, the Property Manager will give the Indenture Trustee Administrative Agent prompt written notice thereof and shall indicate whether such action is being taken pursuant to the preceding sentence and upon request will deliver a copy of any documents executed in connection therewith to the Rating Agencies and the Indenture TrusteeAdministrative Agent. (iiiiv) To the extent that the applicable Issuer Borrower is not entitled, under the terms of any Lease or Mortgage Loan, to withhold its consent to an assignment, subletting or assumption thereunder, the granting of such consent shall not be restricted by this Section 3.16. (ivv) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to any Lease or Mortgage Loan with respect to which there exists a bona fide default by the related Tenant or applicable Borrower, any Amendment or other action with respect to any Lease or Mortgage Loan that is required under the terms of such Lease or Mortgage Loan or that is solely within the control of the related Tenant or Mortgage Loan Borrower. (vvi) Neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant or Mortgage Loan Borrower if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (vivii) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to the Property Manager’s or the Special Servicer’s ability to terminate a Lease or Mortgage Loan in accordance with the terms thereof. (d) The IssuersBorrowers, the Property Manager and the Special Servicer shall have no liability to the IssuersBorrowers, the Indenture TrusteeAdministrative Agent, the Noteholders Lenders or to any other Person if its analysis and determination that the Amendment or other action contemplated by Section 3.16(c) would not materially reduce the likelihood of timely payment of amounts due thereon, or that such Amendment or other action is reasonably likely to produce a greater recovery to the related Issuer Borrower on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in accordance with the Servicing Standard in good faith by the applicable IssuerBorrower, the Property Manager or the Special Servicer, as the case may be. (e) The Property Manager and the Special Servicer each may, as a condition to its granting any request by a Tenant or Mortgage Loan Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within the Property Manager’s or Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Lease or Mortgage Loan and is permitted by the terms of this Agreement, require that such Tenant or Mortgage Loan Borrower, to the extent permitted by the subject Lease or Mortgage Loan, or, if not so permitted, the related IssuerBorrower, pay to the Property Manager or Special Servicer, as applicable, as additional servicing compensation a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it. (f) All modifications, waivers, amendments and other actions entered into or taken in respect of a Lease or Mortgage Loan pursuant to this Section 3.16 shall be in writing. Each of the Property Manager and the Special Servicer shall notify the other such party and each IssuerBorrower, the Back-Up Manager, the applicable Rating Agencies Administrative Agent and the Custodian, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Lease or Mortgage Loan pursuant to this Section 3.16 and the date thereof, and shall deliver to the Custodian for deposit in the related Lease File or Loan File an original counterpart of the agreements relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. In addition, following any Amendment or other action agreed to by the Property Manager or the Special Servicer pursuant to Section 3.16(c) above, the Property Manager or the Special Servicer, as the case may be, shall deliver to each IssuerBorrower, to the Indenture Trustee Administrative Agent and, in the case of the Special Servicer, to the Property Manager, an Officer’s Certificate certifying compliance with such subsection (c).

Renewals, Modifications, Waivers, Amendments; Consents and Other Matters. (a) The applicable Issuer and the Property Manager may enter into renewals of Leases and new Leases that provide for rental rates comparable to existing local market rates and are on commercially reasonable terms. All Leases executed after the Initial Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Property and that the lessee agrees to attorn to the Indenture Trustee or any purchaser at a sale by foreclosure or power of sale. The Indenture Trustee shall, at the request of the related Issuer or the Property Manager, enter into an SNDA a subordination, non-disturbance, and attornment agreement with the Tenant under a Lease to the extent such Lease does not contain provisions subordinating such Lease to the lien of the related Mortgage and requiring the related Tenant to attorn and recognize the holders of the beneficial interests under such Mortgage or such other party as may acquire title to the related Property by foreclosure, deed-in-lieu thereof or otherwise. The Property Manager shall observe and perform the obligations imposed upon the lessor under the Leases in accordance with the Servicing Standard. The applicable Issuer shall execute and deliver, or cause to be executed and delivered, at the request of any party hereto all such further assurances, confirmations and assignments in connection with the Leases as may be required by such party. (b) Except as specifically set forth herein, neither the applicable Issuer nor the Property Manager shall: (i) shall not (A) amend or modify in any material respect, or terminate (other than in connection with a bona fide default by the Tenant or Borrower thereunder beyond any applicable notice or grace period or with respect to the Lease Transfer Properties)) any Lease; provided, any however, a reduction in rent with respect to a Lease or Mortgage Loan other than in accordance will not be deemed to be a material modification if (1) the Monthly Lease Payment following such reduction is consistent with the Servicing Standardmarket prices for similar leases, (ii2) such reduction is in exchange for an extended lease term and (3) the Property Manager reasonably determines that such modification will not materially and adversely affect the interests of the applicable Issuer, (B) unless permitted by the related Lease or Mortgage Loan and remitted and initiated thereunder by the related Tenant or BorrowerTenant, shall not collect any rents or principal or interest more than one (1) month in advance (other than security deposits), and or (iiiC) shall not execute any other assignment of lessor’s interest in Tenant assignment; and (ii) execute and deliver all such further assurances, confirmations and assignments as the Leases or the rents or the related Issuer’s interest in the Mortgage Loan (except as contemplated by the Transaction Documents or the Leases or Mortgage Loans, as applicable). For the purpose of this section, without limiting the generality of the foregoing, any extension of the term of a Lease or Mortgage Loan that does not reduce the rent or principal or interest, payable thereunder Indenture Trustee shall be deemed not to be material and any amendment or modification of a Lease or Mortgage Loan that reduces the term thereof or the rent, or principal or interest, payable thereunder shall be deemed to be materialreasonably require. (c) Notwithstanding the foregoing: (i) The applicable IssuerEach of the Issuers, the Property Manager, the Back-Up Manager and the Special Servicer, each Servicer may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of the Tenant or Borrower on or any Lease Guarantor or Loan Guarantor, and approve of the assignment of a Tenant’s interest in its Lease or Borrower’s interest in its Mortgage Loan or the sublease of all or a portion of a Property (each, an “Amendment”) without the consent of the applicable Issuer, the Indenture Trustee, the Back-Up Manager or Notheholder Manager, any Noteholder or any other Person, provided that the Property Manager certifies to the Indenture Trustee that: (A) such Amendment is entered into for a commercially reasonable purpose in an arm’s-length transaction on market terms; and (B) unless such Amendment is approved by the applicable Property Manager in accordance with the Servicing Standard, subject to the provisions below, such Amendment shall not cause the Monthly DSCR to be less than 1.351.25; and (C) in the reasonable judgment of the applicable Issuer, party agreeing to the Property Manager and the Special Servicer, as the case may beAmendment, such Amendment is in the best interest of the Noteholders and (other than in connection with a Tenant or Borrower default or with respect to Lease Transfer Properties) will not have an adverse effect on the Collateral Value of the related Property Property; provided, that any such Amendment (x) in connection with a Delinquent Asset or Mortgage LoanDefaulted Asset, (y) that is required by the terms of the applicable Lease or (z) with respect to which the Rating Condition is satisfied, shall not be subject to the foregoing restrictions set forth in (A), (B) or (C) above. Any Amendment that would cause the Monthly DSCR to fall below 1.35 1.25 shall require the approval of the Property Manager, if the Property Manager is not also the Special Servicer, in accordance with the Servicing Standard after notice thereof to the Indenture Trustee and Back-Up Manager. In the event that Property Manager shall fail to respond to any request for approval hereunder within such ten (10) Business Day period, the applicable Issuer may send a second notice, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If the Property Manager fails to approve or disapprove the proposed Amendment within ten (10) Business Days, the Amendment shall be deemed approved”, and if the Property Manager shall fail to respond to such second request within such ten (10) Business Day period, the Amendment shall be deemed approved by the Property Manager.” (ii) Any Amendment (A) in connection with a bona fide default by the Tenant Tenant, (B) that is required by the terms of any Lease or Borrower is solely within any Tenant’s control or (C) with respect to which the Rating Condition is satisfied, shall not be subject to the foregoing terms of this Section 3.16. Regardless of whether any Amendment is material or not, the Property Manager will give the Indenture Trustee prompt written notice thereof and shall indicate whether such action is being taken pursuant to the preceding sentence and upon request will deliver a copy of any documents executed in connection therewith to the Rating Agencies and the Indenture Trustee3. (iii) To the extent that the applicable Issuer is not entitled, under the terms of any Lease or Mortgage Loan, to withhold its consent to an assignment, subletting or assumption thereunder, the granting of such consent shall not be restricted by this Section 3.16. (iv) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to any Lease or Mortgage Loan with respect to which there exists a bona fide default by the related Tenant or Borrower, any Amendment or other action with respect to any Lease or Mortgage Loan that is required under the terms of such Lease or Mortgage Loan or that is solely within the control of the related Tenant or Borrower. (v) Neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant or Borrower if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (vi) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to the Property Manager’s or the Special Servicer’s ability to terminate a Lease or Mortgage Loan in accordance with the terms thereof. (d) The Issuers, the Property Manager and the Special Servicer shall have no liability to the Issuers, the Indenture Trustee, the Noteholders or to any other Person if its analysis and determination that the Amendment or other action contemplated by Section 3.16(c) would not materially reduce the likelihood of timely payment of amounts due thereon, or that such Amendment or other action is reasonably likely to produce a greater recovery to the related Issuer on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in accordance with the Servicing Standard in good faith by the applicable Issuer, the Property Manager or the Special Servicer, as the case may be. (e) The Property Manager and the Special Servicer each may, as a condition to its granting any request by a Tenant or Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within the Property Manager’s or Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Lease or Mortgage Loan and is permitted by the terms of this Agreement, require that such Tenant or Borrower, to the extent permitted by the subject Lease or Mortgage Loan, or, if not so permitted, the related Issuer, pay to the Property Manager or Special Servicer, as applicable, as additional servicing compensation a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it. (f) All modifications, waivers, amendments and other actions entered into or taken in respect of a Lease or Mortgage Loan pursuant to this Section 3.16 shall be in writing. Each of the Property Manager and the Special Servicer shall notify the other such party and each Issuer, the Back-Up Manager, the applicable Rating Agencies and the Custodian, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Lease or Mortgage Loan pursuant to this Section 3.16 and the date thereof, and shall deliver to the Custodian for deposit in the related Lease File or Loan File an original counterpart of the agreements relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. In addition, following any Amendment or other action agreed to by the Property Manager or the Special Servicer pursuant to Section 3.16(c) above, the Property Manager or the Special Servicer, as the case may be, shall deliver to each Issuer, to the Indenture Trustee and, in the case of the Special Servicer, to the Property Manager, an Officer’s Certificate certifying compliance with such subsection (c).

Renewals, Modifications, Waivers, Amendments; Consents and Other Matters. (a) The applicable Issuer and the Property Manager may enter into renewals of Leases and new Leases that provide for rental rates comparable to existing local market rates and are on commercially reasonable terms. All new Leases executed after the Initial Series Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Property and that the lessee agrees to attorn to the Indenture Trustee or any purchaser at a sale by foreclosure or power of sale. The Indenture Trustee shall, at Property Manager and the request of the related Issuer or the Property Manager, enter into an SNDA with the Tenant under a Lease to the extent such Lease does not contain provisions subordinating such Lease to the lien of the related Mortgage and requiring the related Tenant to attorn and recognize the holders of the beneficial interests under such Mortgage or such other party as may acquire title to the related Property by foreclosure, deed-in-lieu thereof or otherwise. The Property Manager shall observe and perform the obligations imposed upon the lessor under the Leases in accordance with the Servicing Standard. The applicable Issuer shall execute and deliver, or cause to be executed and delivered, at the request of any party hereto all such further assurances, confirmations and assignments in connection with the Leases as may be required by such party. (b) Except as specifically set forth herein, neither the applicable Issuer nor the Property Manager shall: (i) shall amend not (A) cause the amendment or modify modification, in any material respect, or terminate termination of (other than in connection with a bona fide default by the Tenant or Borrower thereunder beyond any applicable notice or grace period or with respect to the Lease Transfer Properties)) any Lease; provided, any however, that a reduction in rent with respect to a Lease or Mortgage Loan other than will not be deemed to be a material modification if (1) the Monthly Lease Payment following such reduction is consistent with market prices for similar leases including offers of discounted lease rates in accordance connection with extensions of the Servicing StandardLease term, (ii2) such reduction is in exchange for an extended lease term and (3) the Property Manager reasonably determines that such modification will not materially and adversely affect the interests of the applicable Property Owner, the Issuer or the Noteholders, (B) unless permitted by the related Lease or Mortgage Loan and remitted and initiated thereunder by the related Tenant or BorrowerTenant, shall not collect any rents or principal or interest more than one (1) month in advance (other than security deposits), and or (iiiC) shall not execute any other assignment of lessor’s interest in Tenant assignment; and (ii) execute and deliver all such further assurances, confirmations and assignments as the Leases or the rents or the related Issuer’s interest in the Mortgage Loan (except as contemplated by the Transaction Documents or the Leases or Mortgage Loans, as applicable). For the purpose of this section, without limiting the generality of the foregoing, any extension of the term of a Lease or Mortgage Loan that does not reduce the rent or principal or interest, payable thereunder Indenture Trustee shall be deemed not to be material and any amendment or modification of a Lease or Mortgage Loan that reduces the term thereof or the rent, or principal or interest, payable thereunder shall be deemed to be material.reasonably require (c) Notwithstanding the foregoing: (i) The applicable , the Issuer, the Property Owners, the Property Manager, the Back-Up Issuer Manager and the Special Servicer, each Servicer may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive any Lease payment on, and permit the release of the any related Tenant or Borrower on or any Lease Guarantor or Loan Guarantor, (and approve of the assignment of a Tenant’s interest in its Lease or Borrower’s interest in its Mortgage Loan or the sublease of all or a portion of a Property (each, an “Amendment”) Amendment without the consent of the applicable Issuerany person; provided, the Indenture Trustee, the Back-Up Manager or Notheholder or any other Person, provided that the Property Manager certifies to the Indenture Trustee that: (Ai) such Lease Amendment is entered into for a commercially reasonable purpose in an arm’s-length transaction on market terms; and (Bii) subject to unless such Lease Amendment is approved by the provisions belowProperty Manager in accordance with the Servicing Standard, such Lease Amendment shall not cause the Monthly DSCR to be less than 1.35; and reduced below 1.25x and (Ciii) in the reasonable judgment of the applicable Issuer, party agreeing to the Property Manager and the Special Servicer, as the case may beamendment, such Lease Amendment is in the best interest of the Noteholders and (other than in connection with a Tenant or Borrower default or with respect to Lease Transfer Properties) will not have an adverse effect on the Collateral Value of such Property; provided, that any such Lease Amendment (x) in connection with a Delinquent Asset or Defaulted Asset, (y) that is required by the related Property or Mortgage Loan. Any Amendment that would cause the Monthly DSCR to fall below 1.35 shall require the approval terms of the Property Managerapplicable Lease or (z) with respect to which the Rating Condition is satisfied, if the Property Manager is shall not also the Special Servicer, in accordance with the Servicing Standard after notice thereof be subject to the Indenture Trustee and Back-Up Manager. In the event that Property Manager shall fail to respond to any request for approval hereunder within such ten (10) Business Day period, the applicable Issuer may send a second notice, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If the Property Manager fails to approve or disapprove the proposed Amendment within ten (10) Business Days, the Amendment shall be deemed approved”, and if the Property Manager shall fail to respond to such second request within such ten (10) Business Day period, the Amendment shall be deemed approved by the Property Managerforegoing restrictions set forth above.” (iid) Any Lease Amendment (x) in connection with a bona fide default by the Tenant Tenant, (y) that is required by the terms of any Lease or Borrower is solely within any Tenant’s control, or (z) with respect to which the Rating Condition is satisfied, shall not be subject to the foregoing terms restrictions. The Property Manager or Special Servicer shall endeavor to cause the costs related to requesting and receiving any such Rating Condition to be paid by the Tenant; provided, that if the Property Manager or the Special Servicer is unable to cause the Tenant to pay such expenses, such expenses shall constitute an Extraordinary Expense of this Section 3.16the Issuer. Regardless of whether any Lease Amendment is material or notmaterial, the Property Manager will give the Indenture Trustee prompt written notice thereof and shall indicate whether such action is being taken pursuant to the preceding sentence and upon request will deliver a copy of any documents executed in connection therewith to the Rating Agencies and the Indenture Trustee. (iii) To the extent that the applicable Issuer is not entitled, under the terms of any Lease or Mortgage Loan, to withhold its consent to an assignment, subletting or assumption thereunder, the granting of such consent shall not be restricted by this Section 3.16. (iv) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to any Lease or Mortgage Loan with respect to which there exists a bona fide default by the related Tenant or Borrower, any Amendment or other action with respect to any Lease or Mortgage Loan that is required under the terms of such Lease or Mortgage Loan or that is solely within the control of the related Tenant or Borrower. (v) Neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant or Borrower if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (vi) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to the Property Manager’s or the Special Servicer’s ability to terminate a Lease or Mortgage Loan in accordance with the terms thereof. (d) The Issuers, the Property Manager and the Special Servicer shall have no liability to the Issuers, the Indenture Trustee, the Noteholders or to any other Person if its analysis and determination that the Amendment or other action contemplated by Section 3.16(c) would not materially reduce the likelihood of timely payment of amounts due thereon, or that such Amendment or other action is reasonably likely to produce a greater recovery to the related Issuer on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in accordance with the Servicing Standard in good faith by the applicable Issuer, the Property Manager or the Special Servicer, as the case may beAgency. (e) The Property Manager and the Special Servicer each may, as a condition to its granting any request by a Tenant or Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within the Property Manager’s or Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Lease or Mortgage Loan and is permitted by the terms of this Agreement, require that such Tenant or Borrower, to the extent permitted by the subject Lease or Mortgage Loan, or, if not so permitted, the related Issuer, pay to the Property Manager or Special Servicer, as applicable, as additional servicing compensation a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it. (f) All modifications, waivers, amendments and other actions entered into or taken in respect of a the Lease or Mortgage Loan pursuant are required to this Section 3.16 shall be in writing. Each of the Property Manager and the Special Servicer shall is required to notify the other such party and each the Issuer, the Back-Up Manager, the applicable Rating Agencies Issuer Manager and the CustodianIndenture Trustee, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Lease or Mortgage Loan pursuant to this Section 3.16 as described above and the date thereof, and shall is required to deliver to the Custodian for deposit in the related Lease File or Loan File an original counterpart of the agreements relating to such modification, waiver, amendment or other action, action promptly (and in any event within 10 Business Days) following the execution thereof. In addition, following any Amendment or other action agreed to by the Property Manager or the Special Servicer pursuant to Section 3.16(c) above, the Property Manager or the Special Servicer, as the case may be, shall deliver to each Issuer, to the Indenture Trustee and, in the case of the Special Servicer, to the Property Manager, an Officer’s Certificate certifying compliance with such subsection (c).

Renewals, Modifications, Waivers, Amendments; Consents and Other Matters. (a) The applicable Issuer and the Property Manager may enter into renewals of Leases and new Leases that provide for rental rates comparable to existing local market rates and are on commercially reasonable terms. All Leases executed after the Initial Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Property and that the lessee agrees to attorn to the Indenture Trustee or any purchaser at a sale by foreclosure or power of sale. The Indenture Trustee shall, at the request of the related Issuer or the Property Manager, enter into an SNDA with the Tenant under a Lease to the extent such Lease does not contain provisions subordinating such Lease to the lien of the related Mortgage and requiring the related Tenant to attorn and recognize the holders of the beneficial interests under such Mortgage or such other party as may acquire title to the related Property by foreclosure, deed-in-lieu thereof or otherwise. The Property Manager shall observe and perform the obligations imposed upon the lessor under the Leases in accordance with the Servicing Standard. The applicable Issuer shall execute and deliver, or cause to be executed and delivered, at the request of any party hereto all such further assurances, confirmations and assignments in connection with the Leases as may be required by such party. (b) Except as specifically set forth herein, neither the applicable Issuer nor the Property Manager (i) shall amend or modify in any material respect, or terminate (other than in connection with a bona fide default by the Tenant or Borrower thereunder beyond any applicable notice or grace period or with respect to Lease Transfer Properties), any Lease or Mortgage Loan other than in accordance with the Servicing Standard, (ii) unless permitted by the related Lease or Mortgage Loan and remitted and initiated thereunder by the related Tenant or Borrower, shall not collect any rents or principal or interest more than one (1) month in advance (other than security deposits), and (iii) shall not execute any other assignment of lessor’s interest in the Leases or the rents or the related Issuer’s interest in the Mortgage Loan (except as contemplated by the Transaction Documents or the Leases or Mortgage Loans, as applicable). For the purpose of this section, without limiting the generality of the foregoing, any extension of the term of a Lease or Mortgage Loan that does not reduce the rent or principal or interest, payable thereunder shall be deemed not to be material and any amendment or modification of a Lease or Mortgage Loan that reduces the term thereof or the rent, or principal or interest, payable thereunder shall be deemed to be material. (c) Notwithstanding the foregoing: (i) The applicable Issuer, the Property Manager, the Back-Up Manager and the Special Servicer, each may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of the Tenant or Borrower on or any Lease Guarantor or Loan Guarantor, and approve of the assignment of a Tenant’s interest in its Lease or Borrower’s interest in its Mortgage Loan or the sublease of all or a portion of a Property (each, an “Amendment”) without the consent of the applicable Issuer, the Indenture Trustee, the Back-Up Manager or Notheholder Noteholder or any other Person, provided that the Property Manager certifies to the Indenture Trustee that: (A) such Amendment is entered into for a commercially reasonable purpose in an arm’s-length transaction on market terms; and (B) subject to the provisions below, such Amendment shall not cause the Monthly DSCR to be less than 1.35; and (C) in the reasonable judgment of the applicable Issuer, the Property Manager and the Special Servicer, as the case may be, such Amendment is in the best interest of the Noteholders and (other than in connection with a Tenant or Borrower default or with respect to Lease Transfer Properties) will not have an adverse effect on the Collateral Value of the related Property or Mortgage Loan. . (ii) Any Amendment that would cause the Monthly DSCR to fall below 1.35 shall require the approval of the Property Manager, if the Property Manager is not also the Special Servicer, in accordance with the Servicing Standard after notice thereof to the Indenture Trustee and Back-Up Manager. In the event that Property Manager shall fail to respond to any request for approval hereunder within such ten (10) Business Day period, the applicable Issuer may send a second notice, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If the Property Manager fails to approve or disapprove the proposed Amendment within ten (10) Business Days, the Amendment shall be deemed approved”, and if the Property Manager shall fail to respond to such second request within such ten (10) Business Day period, the Amendment shall be deemed approved by the Property Manager.” (iiiii) Any Amendment in connection with a bona fide default by the Tenant or Borrower shall not be subject to the foregoing terms of this Section 3.16. Regardless of whether any Amendment is material or not, the Property Manager will give the Indenture Trustee prompt written notice thereof and shall indicate whether such action is being taken pursuant to the preceding sentence and upon request will deliver a copy of any documents executed in connection therewith to the Rating Agencies and the Indenture Trustee. (iiiiv) To the extent that the applicable Issuer is not entitled, under the terms of any Lease or Mortgage Loan, to withhold its consent to an assignment, subletting or assumption thereunder, the granting of such consent shall not be restricted by this Section 3.16. (ivv) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to any Lease or Mortgage Loan with respect to which there exists a bona fide default by the related Tenant or Borrower, any Amendment or other action with respect to any Lease or Mortgage Loan that is required under the terms of such Lease or Mortgage Loan or that is solely within the control of the related Tenant or Borrower. (vvi) Neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant or Borrower if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (vivii) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to the Property Manager’s or the Special Servicer’s ability to terminate a Lease or Mortgage Loan in accordance with the terms thereof. (d) The Issuers, the Property Manager and the Special Servicer shall have no liability to the Issuers, the Indenture Trustee, the Noteholders or to any other Person if its analysis and determination that the Amendment or other action contemplated by Section 3.16(c) would not materially reduce the likelihood of timely payment of amounts due thereon, or that such Amendment or other action is reasonably likely to produce a greater recovery to the related Issuer on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in accordance with the Servicing Standard in good faith by the applicable Issuer, the Property Manager or the Special Servicer, as the case may be. (e) The Property Manager and the Special Servicer each may, as a condition to its granting any request by a Tenant or Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within the Property Manager’s or Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Lease or Mortgage Loan and is permitted by the terms of this Agreement, require that such Tenant or Borrower, to the extent permitted by the subject Lease or Mortgage Loan, or, if not so permitted, the related Issuer, pay to the Property Manager or Special Servicer, as applicable, as additional servicing compensation a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it. (f) All modifications, waivers, amendments and other actions entered into or taken in respect of a Lease or Mortgage Loan pursuant to this Section 3.16 shall be in writing. Each of the Property Manager and the Special Servicer shall notify the other such party and each Issuer, the Back-Up Manager, the applicable Rating Agencies and the Custodian, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Lease or Mortgage Loan pursuant to this Section 3.16 and the date thereof, and shall deliver to the Custodian for deposit in the related Lease File or Loan File an original counterpart of the agreements relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. In addition, following any Amendment or other action agreed to by the Property Manager or the Special Servicer pursuant to Section 3.16(c) above, the Property Manager or the Special Servicer, as the case may be, shall deliver to each Issuer, to the Indenture Trustee and, in the case of the Special Servicer, to the Property Manager, an Officer’s Certificate certifying compliance with such subsection (c).

Renewals, Modifications, Waivers, Amendments; Consents and Other Matters. (a) The applicable Issuer and the Property Manager may enter into renewals of Leases and new Leases that provide for rental rates comparable to existing local market rates and are on commercially reasonable terms. All Leases executed after the Initial Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Property and that the lessee agrees to attorn to the Indenture Trustee or any purchaser at a sale by foreclosure or power of sale. The Indenture Trustee shall, at the request of the related Issuer or the Property Manager, enter into an SNDA with the Tenant under a Lease to the extent such Lease does not contain provisions subordinating such Lease to the lien of the related Mortgage and requiring the related Tenant to attorn and recognize the holders of the beneficial interests under such Mortgage or such other party as may acquire title to the related Property by foreclosure, deed-in-lieu thereof or otherwise. The Property Manager shall observe and perform the obligations imposed upon the lessor under the Leases in accordance with the Servicing Standard. The applicable Issuer shall execute and deliver, or cause to be executed and delivered, at the request of any party hereto all such further assurances, confirmations and assignments in connection with the Leases as may be required by such party. (b) Except as specifically set forth herein, neither the applicable Issuer nor the Property Manager (i) shall amend or modify in any material respect, or terminate (other than in connection with a bona fide default by the Tenant or Borrower thereunder beyond any applicable notice or grace period or with respect to Lease Transfer Properties), any Lease or Mortgage Loan other than in accordance with the Servicing Standard, (ii) unless permitted by the related Lease or Mortgage Loan and remitted and initiated thereunder by the related Tenant or Borrower, shall not collect any rents or principal or interest more than one (1) month in advance (other than security deposits), and (iii) shall not execute any other assignment of lessor’s interest in the Leases or the rents or the related Issuer’s interest in the Mortgage Loan (except as contemplated by the Transaction Documents or the Leases or Mortgage Loans, as applicable). For the purpose of this section, without limiting the generality of the foregoing, any extension of the term of a Lease or Mortgage Loan that does not reduce the rent or principal or interest, payable thereunder shall be deemed not to be material and any amendment or modification of a Lease or Mortgage Loan that reduces the term thereof or the rent, or principal or interest, payable thereunder shall be deemed to be material. (c) Notwithstanding the foregoing: (i) The applicable Issuer, the Property Manager, the Back-Up Manager and the Special Servicer, each may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of the Tenant or Borrower on or any Lease Guarantor or Loan Guarantor, and approve of the assignment of a Tenant’s interest in its Lease or Borrower’s interest in its Mortgage Loan or the sublease of all or a portion of a Property (each, an “Amendment”) without the consent of the applicable Issuer, the Indenture Trustee, the Back-Up Manager or Notheholder or any other Person, provided that the Property Manager certifies to the Indenture Trustee that: (A) such Amendment is entered into for a commercially reasonable purpose in an arm’s-length transaction on market terms; and (B) subject to the provisions below, such Amendment shall not cause the Monthly DSCR to be less than 1.35; and (C) in the reasonable judgment of the applicable Issuer, the Property Manager and the Special Servicer, as the case may be, such Amendment is in the best interest of the Noteholders and (other than in connection with a Tenant or Borrower default or with respect to Lease Transfer Properties) will not have an adverse effect on the Collateral Value of the related Property or Mortgage Loan. Any Amendment that would cause the Monthly DSCR to fall below 1.35 shall require the approval of the Property Manager, if the Property Manager is not also the Special Servicer, in accordance with the Servicing Standard after notice thereof to the Indenture Trustee and Back-Up Manager. In the event that Property Manager shall fail to respond to any request for approval hereunder within such ten (10) Business Day period, the applicable Issuer may send a second notice, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If the Property Manager fails to approve or disapprove the proposed Amendment within ten (10) Business Days, the Amendment shall be deemed approved”, and if the Property Manager shall fail to respond to such second request within such ten (10) Business Day period, the Amendment shall be deemed approved by the Property Manager.” (ii) Any Amendment in connection with a bona fide default by the Tenant or Borrower shall not be subject to the foregoing terms of this Section 3.16. Regardless of whether any Amendment is material or not, the Property Manager will give the Indenture Trustee prompt written notice thereof and shall indicate whether such action is being taken pursuant to the preceding sentence and upon request will deliver a copy of any documents executed in connection therewith to the Rating Agencies and the Indenture Trustee. (iii) To the extent that the applicable Issuer is not entitled, under the terms of any Lease or Mortgage Loan, to withhold its consent to an assignment, subletting or assumption thereunder, the granting of such consent shall not be restricted by this Section 3.16. (iv) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to any Lease or Mortgage Loan with respect to which there exists a bona fide default by the related Tenant or Borrower, any Amendment or other action with respect to any Lease or Mortgage Loan that is required under the terms of such Lease or Mortgage Loan or that is solely within the control of the related Tenant or Borrower. (v) Neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant or Borrower if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (vi) The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to the Property Manager’s or the Special Servicer’s ability to terminate a Lease or Mortgage Loan in accordance with the terms thereof. (d) The Issuers, the Property Manager and the Special Servicer shall have no liability to the Issuers, the Indenture Trustee, the Noteholders or to any other Person if its analysis and determination that the Amendment or other action contemplated by Section 3.16(c) would not materially reduce the likelihood of timely payment of amounts due thereon, or that such Amendment or other action is reasonably likely to produce a greater recovery to the related Issuer on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in accordance with the Servicing Standard in good faith by the applicable Issuer, the Property Manager or the Special Servicer, as the case may be. (e) The Property Manager and the Special Servicer each may, as a condition to its granting any request by a Tenant or Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within the Property Manager’s or Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Lease or Mortgage Loan and is permitted by the terms of this Agreement, require that such Tenant or Borrower, to the extent permitted by the subject Lease or Mortgage Loan, or, if not so permitted, the related Issuer, pay to the Property Manager or Special Servicer, as applicable, as additional servicing compensation a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it. (f) All modifications, waivers, amendments and other actions entered into or taken in respect of a Lease or Mortgage Loan pursuant to this Section 3.16 shall be in writing. Each of the Property Manager and the Special Servicer shall notify the other such party and each Issuer, the Back-Up Manager, the applicable Rating Agencies and the Custodian, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Lease or Mortgage Loan pursuant to this Section 3.16 and the date thereof, and shall deliver to the Custodian for deposit in the related Lease File or Loan File an original counterpart of the agreements relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. In addition, following any Amendment or other action agreed to by the Property Manager or the Special Servicer pursuant to Section 3.16(c) above, the Property Manager or the Special Servicer, as the case may be, shall deliver to each Issuer, to the Indenture Trustee and, in the case of the Special Servicer, to the Property Manager, an Officer’s Certificate certifying compliance with such subsection (c).