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

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estate, the date ten years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage Loan, the Special Servicer must provide the Trustee with an opinion of counsel that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) pursuant to the terms of the related Mortgage Loan documents unless it has received an Opinion of Counsel to the effect that (i) such substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a), Section 3.20(d), Section 3.20(j) and Section 3.08, the Servicer shall not agree 6.07 but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer shall not modify, waive or amend a Mortgage LoanLoan and/or a Companion Loan without the prior written consent of the Special Servicer; provided that, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request, provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Master Servicer, with respect to Non-Specially Serviced Mortgage Loans without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification Mortgage Loan or amendment will not cause (x) either Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect and/or Companion Loan within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j) and Section 3.086.07, but subject to any other conditions set forth thereunder and, with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder to advise or consult with the Master Servicer or Special Servicer with respect to, or consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement, the Master Servicer shall not agree modify, waive or amend the terms of a Mortgage Loan and/or Companion Loan without the prior written consent of the Special Servicer (it being understood that the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to any the Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the event that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, plus the time period provided to the Directing Certificateholder under this Agreement, the Special Servicer’s consent to such modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph shall be deemed granted; and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten years (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee, the Certificate Administrator, the Special Servicer must provide Servicer, the Trustee Senior Trust Advisor and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other than with respect to the Excluded Loan) the Directing Certificateholder, with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d) that such extension would not constitute a "“significant modification" ” of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution ) and (2) subject to the Servicing Standard, obtain the consent ((i) prior to the occurrence of collateral a Consultation Termination Event or (ii) other than with respect to the Excluded Loan) of the Directing Certificateholder (which consent shall be treated hereunder as a modification or amendment of coordinated through the applicable Mortgage LoanSpecial Servicer). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or related Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, provided that if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "“significant modification" ” of the Mortgage Loan and/or related Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification or amendment will not cause (x) either Mortgage Loan and/or related Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Companion Loan documents or default with respect thereto is not reasonably foreseeable unless it has received an Opinion of Counsel to the effect that (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such substitution Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not cause result in the related Mortgage downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to fail the Certificates pursuant to qualify as a "qualified mortgage" for REMIC purposes, Section 3.30) and (ii) such substitution will would not affect be a “significant modification” of the status Mortgage Loan and/or related Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as a REMIC applicable, may obtain and rely upon an Opinion of either Counsel (at the Upper-Tier REMIC or expense of the Lower-Tier REMICrelated Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and (iii) such substitution will not subject if so prohibited, at the expense of the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax) with respect thereto).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j) and Section 3.086.07, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Trust Whole Loan or any Serviced Whole Loan, (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder (or Subordinate Loan-Specific Directing Certificateholder), as applicable, to advise or consult with the Master Servicer or Special Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Master Servicer shall not agree modify, waive or amend the terms of a Mortgage Loan, Trust Companion Loan and/or Companion Loan without the prior written consent of the Special Servicer (it being understood that the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to the Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the event that the Special Servicer does not respond within ten (10) Business Days after receipt of such analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, plus the time period provided to the Directing Certificateholder or other relevant party under this Agreement and, if applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement, the Special Servicer’s consent to such modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph shall be deemed granted; and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estateestate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten years (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a such Mortgage Loan and/or related Companion Loan or Trust Companion Loan for more than twelve (12) months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or related Companion Loan or Trust Companion Loan and such Mortgage Loan and/or related Companion Loan or Trust Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee, the Certificate Administrator, the Special Servicer must provide Servicer, the Trustee Senior Trust Advisor and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder, with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d)) that such extension would not constitute a "“significant modification" ” of the Mortgage Loan, Trust Companion Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution ) and (2) subject to the Servicing Standard, prior to the occurrence and continuance of collateral a Control Event, obtain the consent of the Directing Certificateholder (or after the occurrence and during the continuance of a Control Event, but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.07 hereof) (which consent or consultation shall be treated hereunder as a modification or amendment of coordinated through the applicable Mortgage LoanSpecial Servicer). Notwithstanding the foregoing, subject to the rights of the related Companion Holder or Subordinate Loan-Specific Directing Certificateholder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan, Trust Companion Loan without the consent of the Special Servicer and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, provided that if the Mortgage Loan (other than any Non-Serviced Mortgage Loan), Trust Companion Loan and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "“significant modification" ” of the Mortgage Loan, Trust Companion Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification or amendment will not cause (x) either Mortgage Loan, Trust Companion Loan and/or related Serviced Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan, Trust Companion Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan, Trust Companion Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless it has received an Opinion of Counsel to the effect that (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such substitution Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not cause result in the related Mortgage downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to fail the Certificates pursuant to qualify as a "qualified mortgage" for REMIC purposes, Section 3.30)) and (ii) such substitution will would not affect be a “significant modification” of the status Mortgage Loan, Trust Companion Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as a REMIC applicable, may obtain and rely upon an Opinion of either Counsel (at the Upper-Tier REMIC or expense of the Lower-Tier REMICrelated Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and (iii) such substitution will not subject if so prohibited, at the expense of the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax) with respect thereto).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j) and Section 3.086.07, but subject to any other conditions set forth thereunder, the Master Servicer shall not agree to modify, waive or amend the terms of a Mortgage Loan without the prior written consent of the Special Servicer (it being understood that the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment of a Mortgage Loanamendment, andthe Master Servicer’s written recommendation and analysis, except as provided in and all information reasonably available to the following paragraph and in Section 3.20(d), no Mortgage Loan Master Servicer that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that reasonably requested by the Special Servicer may agree in order to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, grant or withhold such consent) provided that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease, ten years (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve (12) months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and such Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee, the Certificate Administrator, the Special Servicer must provide and, prior to the Trustee occurrence of any Consultation Termination Event, the Directing Certificateholder, with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d) that such extension would not constitute a "“significant modification" ” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution ) and (2) subject to the Servicing Standard, prior to the occurrence and continuance of collateral any Control Event, obtain the consent of the Directing Certificateholder (which consent shall be treated hereunder as a modification or amendment of coordinated through the applicable Mortgage LoanSpecial Servicer). Notwithstanding the foregoing, the Servicer Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, provided that if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "“significant modification" ” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification or amendment will not cause (x) either Mortgage Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless it has received an Opinion of Counsel to the effect that (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such substitution will not cause Rating Agency Confirmation to the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposesDirecting Certificateholder, if permitted by the applicable Rating Agency) and (ii) such substitution will would not affect be a “significant modification” of the status Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as a REMIC applicable, may obtain and rely upon an Opinion of either Counsel (at the Upper-Tier REMIC or expense of the Lower-Tier REMICrelated Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and (iii) such substitution will not subject if so prohibited, at the expense of the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax) with respect thereto).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.08(a), Section 3.08(b), Section 3.08(f), Section 3.20(a) ), Section 3.20(d), and Section 3.083.20(j), but subject to any other conditions set forth thereunder, the Servicer shall not agree to any modificationmodify, waiver waive or amendment of amend a Mortgage LoanLoan without the prior written consent of the Special Servicer; provided that, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request, provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date Maturity Date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificate-holders with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to applicable law and the Mortgage Loan or Companion Loan documents, and provided further that neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrading, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that such substitution would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Notwithstanding the foregoing, with respect to the One Post Office Square Whole Loan, prior to the occurrence and continuance of a One Post Office Square Control Appraisal Event, (i) such substitution will not cause the related Mortgage Loan One Post Office Square Representative, in lieu of the Directing Certificateholder, shall be entitled to fail to qualify as a "qualified mortgage" for REMIC purposestake all actions under this Section, (ii) such substitution will not affect any references to the status as a REMIC of either Directing Certificateholder in this Section shall be deemed to be references to the Upper-Tier REMIC or the Lower-Tier REMIC, One Post Office Square Representative and (iii) such substitution will not subject the Trust FundServicer and the Special Servicer shall, with respect to the proposed modification, follow the notice and approval procedures specified in Section 3.29. Following the occurrence and during the continuance of a One Post Office Square Control Appraisal Event, the Upper-Tier REMIC Directing Certificateholder shall exercise such rights in conjunction with the holder of the One Post Office Square Companion Note (or the Lower-Tier REMIC controlling class of any One Post Office Square Companion Loan Securities, if applicable), pursuant to any taxthe procedure set forth in the One Post Office Square Intercreditor Agreement.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j) and Section 3.086.07, but subject to any other conditions set forth thereunder, the Master Servicer shall not agree to modify, waive or amend the terms of a Mortgage Loan without the prior written consent of the Special Servicer (it being understood that the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment of a Mortgage Loanamendment, andthe Master Servicer’s written recommendation and analysis, except as provided in and all information reasonably available to the following paragraph and in Section 3.20(d), no Mortgage Loan Master Servicer that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that reasonably requested by the Special Servicer may agree in order to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, grant or withhold such consent) provided that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two five years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and such Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee, the Special Servicer must provide and, prior to the Trustee occurrence of any Consultation Termination Event, the Directing Certificateholder, with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d) that such extension would not constitute a "“significant modification" ” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution ) and (2) subject to the Servicing Standard, prior to the occurrence and continuance of collateral any Control Event, obtain the consent of the Directing Certificateholder (which consent shall be treated hereunder as a modification or amendment of coordinated through the applicable Mortgage LoanSpecial Servicer). Notwithstanding the foregoing, the Servicer Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, provided that if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "“significant modification" ” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification or amendment will not cause (x) either Mortgage Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless it has received an Opinion of Counsel to the effect that (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such substitution will not cause Rating Agency Confirmation to the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposesDirecting Certificateholder, if permitted by the applicable Rating Agency) and (ii) such substitution will would not affect be a “significant modification” of the status Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as a REMIC applicable, may obtain and rely upon an Opinion of either Counsel (at the Upper-Tier REMIC or expense of the Lower-Tier REMICrelated Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and (iii) such substitution will not subject if so prohibited, at the expense of the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax) with respect thereto).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j) and Section 3.086.07, but subject to any other conditions set forth thereunder, the Master Servicer shall not agree modify, waive or amend the terms of a Mortgage Loan without the prior written consent of the Special Servicer (it being understood that the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to any the Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the event that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, plus the time period provided to the Directing Certificateholder under this Agreement, the Special Servicer’s consent to such modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph shall be deemed granted; and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease, ten years (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve (12) months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and such Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee, the Certificate Administrator, the Special Servicer must provide Servicer, the Trustee Senior Trust Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d) that such extension would not constitute a "“significant modification" ” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution ) and (2) subject to the Servicing Standard, prior to the occurrence and continuance of collateral any Control Event, obtain the consent of the Directing Certificateholder (which consent shall be treated hereunder as a modification or amendment of coordinated through the applicable Mortgage LoanSpecial Servicer). Notwithstanding the foregoing, the Servicer Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, provided that if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "“significant modification" ” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification or amendment will not cause (x) either Mortgage Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless it has received an Opinion of Counsel to the effect that (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such substitution will not cause Rating Agency Confirmation to the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposesDirecting Certificateholder, if permitted by the applicable Rating Agency) and (ii) such substitution will would not affect be a “significant modification” of the status Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as a REMIC applicable, may obtain and rely upon an Opinion of either Counsel (at the Upper-Tier REMIC or expense of the Lower-Tier REMICrelated Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and (iii) such substitution will not subject if so prohibited, at the expense of the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax) with respect thereto).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j) and Section 3.086.07, the Servicer shall not agree but subject to any other conditions set forth thereunder, and, with respect to an AB Whole Loan, subject to the rights of the related Subordinate Companion Loan Holder to consult with the Master Servicer with respect to, or to consent to, a modification, waiver or amendment pursuant to the terms of a Mortgage Loanthe related Intercreditor Agreement, andthe Master Servicer shall not modify, except as provided in waive or amend the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date terms of a Mortgage Loan and/or AB Whole Loan without the prior written consent of the Special Servicer (it being understood that is not a Specially Serviced Mortgage Loanthe Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, providedwaiver or amendment, furtherthe Master Servicer’s written recommendation and analysis, and all information reasonably available to the Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent) provided that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease, ten years (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or AB Whole Loan for more than twelve (12) months from and after the original maturity date Maturity Date of such Mortgage LoanLoan or AB Whole Loan and such Mortgage Loan or AB Whole Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee, the Certificate Administrator, the Special Servicer must provide Servicer, the Trustee Senior Trust Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d) that such extension would not constitute a "“significant modification" ” of the Mortgage Loan and/or AB Whole Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution ) and (2) subject to the Servicing Standard, prior to the occurrence and continuance of collateral any Control Event, obtain the consent of the Directing Certificateholder (which consent shall be treated hereunder as a modification or amendment of coordinated through the applicable Mortgage LoanSpecial Servicer). Notwithstanding the foregoing, subject to the rights of the related Subordinate Companion Loan Holder to consult with the Master Servicer with respect to, or to consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or AB Whole Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, provided that if the Mortgage Loan and/or AB Whole Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "“significant modification" ” of the Mortgage Loan and/or AB Whole Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification or amendment will not cause (x) either Mortgage Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or AB Whole Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless it has received an Opinion of Counsel to the effect that (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such substitution will not cause Rating Agency Confirmation to the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposesDirecting Certificateholder, if permitted by the applicable Rating Agency) and (ii) such substitution will would not affect be a “significant modification” of the status Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as a REMIC applicable, may obtain and rely upon an Opinion of either Counsel (at the Upper-Tier REMIC or expense of the Lower-Tier REMICrelated Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and (iii) such substitution will not subject if so prohibited, at the expense of the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax) with respect thereto).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a), Section 3.20(d), Section 3.20(j) and Section 3.08, the Servicer shall not agree 6.07 but subject to any other conditions set forth thereunder, and, with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer shall not modify, waive or amend a Mortgage Loan, and, except as Loan and/or a Companion Loan without the prior written consent of the Special Servicer; provided in that the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request; provided, further, that except as provided in the following sentence, subject to Section 6.07, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required to be paid by the Mortgagor, from the Certificate Account as an expense of the Trust) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Master Servicer, with respect to Non-Specially Serviced Mortgage Loans that it is responsible for servicing, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, provided that if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification Mortgage Loan or amendment will not cause (x) either Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates or if applicable, any class of Companion Loan Securities and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect and/or Companion Loan within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f) and Section 6.07, further below in this Section 3.20(a) ), Section 3.20(d), and Section 3.083.20(j), but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan, subject to the rights of the related Companion Holder to advise the Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Servicer shall not agree to any modificationmodify, waiver waive or amendment of amend a Mortgage LoanLoan and/or a Companion Loan without the prior written consent of the Special Servicer; provided that, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request, provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date Maturity Date of such Mortgage Loan or nor shall extend the maturity Maturity Date be extended to a date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage Loanmortgage loan and the mortgage loan is not in default or default with respect thereto is not reasonably foreseeable, the Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders and, with respect to the Grace Building Whole Loan, the Grace Building Senior Companion Noteholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan mortgage loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the mortgage loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan mortgage loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to applicable law and the Mortgage Loan or Companion Loan documents, and provided further that neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder and Grace Building Companion Noteholders with respect to the Grace Building Companion Notes) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates or Grace Building Companion Loan Securities and, insofar as there is then outstanding any class of Grace Building Companion Loan Securities that is then rated by Moody's, the Special Servicer shall have received confirmation from Mooxx'x xx writing that the then current rating assigned to any of the Xxxxx Xuilding Companion Loan Securities that are currently rated by Moody's will not be qualified, downgraded or withdrawn by reason of sucx xxxxxitution and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that such substitution would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Notwithstanding the foregoing, with respect to the Grace Building Whole Loan, prior to the occurrence and continuance of a Grace Building Control Appraisal Event, (i) such substitution will not cause the related Mortgage Loan Grace Building B Note Representative, in lieu of the Directing Certificateholder, shall be entitled to fail take all actions and receive all notices under this Section that the Directing Certificateholder is otherwise entitled to qualify as a "qualified mortgage" for REMIC purposestake, (ii) such substitution will not affect any references to the status as a REMIC of either Directing Certificateholder in this Section shall be deemed to be references to the Upper-Tier REMIC or the Lower-Tier REMIC, Grace Building B Note Representative and (iii) such substitution will not subject the Trust FundServicer and the Special Servicer shall, with respect to the proposed modification, follow the notice and approval procedures specified in Section 3.29. Following the occurrence and during the continuance of a Grace Building Control Appraisal Event, the UpperGrace Building Majority Senior Holders shall be entitled to take all actions and receive all notices in connection with the Grace Building Whole Loan pursuant to the procedures set forth in the Grace Building Co-Tier REMIC or Lender Agreement. However, in the Lower-Tier REMIC event that the Grace Building Majority Senior Holders cannot agree on a course of action within 30 days after receipt of a request for consent to any taxaction, the Servicer or Special Servicer, as applicable, shall implement the action or inaction that it deems in accordance with the Servicing Standards.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a) and Section 3.08, the The Master Servicer shall not agree (with respect to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan) and the Special Servicer (with respect to any Specially Serviced Mortgage Loan) each may (consistent with the Servicing Standard) agree to any modification, providedwaiver or amendment of any term of, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond of, defer or forgive interest (including Penalty Interest and Additional Interest) on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the earlier release, addition or substitution of (i) two years prior to collateral securing, and/or permit the Rated Final Distribution Date and (ii) in release, addition or substitution of the case of a Mortgage Loan secured by a leasehold estateMortgagor on or any guarantor of, the date ten years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such any Mortgage Loan, the Special Servicer must and/or provide the Trustee consents with an opinion of counsel that such extension would not constitute respect to any leasing activity at a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer may modify or amend the terms of Mortgaged Property securing any Mortgage Loan without the consent of the Special Servicer in order to (i) cure Trustee or any ambiguity therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any errorCertificateholder; provided, provided that such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that the proposed modification or amendment will not cause (x) either Master Servicer's and the Upper-Tier REMIC or the Lower-Tier REMIC Special Servicer's rights to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to do so shall be subject to any tax under Section 3.08, Section 6.11 and Section 6.12 (and, in the REMIC Provisions. Notwithstanding the foregoingcase of a Loan Combination, the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) pursuant subject to the terms of the related Mortgage Loan documents unless it has received an Opinion of Counsel Combination Intercreditor Agreement) and, further, to the effect following subsections of this Section 3.20; and provided, further, that other than as provided in Sections 3.02(a) (relating to waivers of Default Charges), 3.08, 3.20(d) and 3.20(e), the Master Servicer shall not agree to any modification, waiver, forbearance or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan, unless the Master Servicer has obtained the consent of the Special Servicer (it being understood and agreed that (iA) the Master Servicer will promptly provide the Special Servicer with notice of any Mortgagor request for such substitution will not cause modification, waiver, forbearance or amendment, the related Mortgage Loan Master Servicer's written recommendations and analysis, and all information reasonably available to fail the Master Servicer that the Special Servicer may reasonably request in order to qualify as a "qualified mortgage" for REMIC purposeswithhold or grant any such consent, (iiB) the Special Servicer shall decide whether to withhold or grant such substitution will not affect consent in accordance with the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, Servicing Standard and Section 6.11 and Section 6.12 and (iiiC) if any such substitution will consent has not subject been expressly denied within 10 Business Days (or, if the Trust FundControlling Class Representative is entitled to object pursuant to Section 6.11 (or, in the case of the Glendale Galleria Loan Combination, the Upper-Tier REMIC Glendale Galleria Controlling Party is entitled to object pursuant to Section 6.12), 15 Business Days, which 15 Business Days shall include the five Business Days specified in the proviso at the end of the first paragraph of Section 6.11) after the Special Servicer's receipt from the Master Servicer of the Master Servicer's recommendations and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer in order to make an informed decision (or, if the Special Servicer did not request any information, within 10 Business Days (or the Lower-Tier REMIC 15 Business Days, if applicable) after such notice), such consent shall be deemed to any taxhave been granted).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a) ), Section 3.20(d), and Section 3.083.20(i), the Servicer shall not agree but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer shall not modify, waive or amend a Mortgage Loan, and, except as provided in Loan and/or a Companion Loan without the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, prior written consent of the Special Servicer; provided, that the Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, providedand the Special Servicer may approve such request, provided further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required to be paid by the Mortgagor, to be paid as a Servicing Advance and the Special Servicer shall not consent to such extension without the consent of the Directing Certificateholder) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Master Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that provided, that, if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to applicable law and the Mortgage Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that such substitution would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) pursuant to the terms of the related Mortgage Loan documents unless it has received an Opinion of Counsel to the effect that (i) such substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a) ), Section 3.20(d), and Section 3.083.20(i), the Servicer shall not agree but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan and the Houston Galleria Whole Loan, subject to the rights of the related Companion Holder or Houston Galleria Controlling Holder, as applicable, to advise the applicable Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicers shall not modify, waive or amend a Mortgage Loan, and, except as provided in Loan and/or a Companion Loan without the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, prior written consent of the Special Servicer; provided, that the applicable Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, providedand the Special Servicer may approve such request, provided further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the applicable Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required to be paid by the Mortgagor, to be paid as a Servicing Advance and the Special Servicer shall not consent to such extension without the consent of the Directing Certificateholder) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer applicable Master Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that provided, that, if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to applicable law and the Mortgage Loan documents, neither the applicable Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless (i) such Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that such substitution would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) pursuant to the terms of the related Mortgage Loan documents unless it has received an Opinion of Counsel to the effect that (i) such substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(e), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j) and Section 3.086.07, but subject to any other conditions set forth thereunder and, with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder to advise or consult with the Master Servicer or Special Servicer with respect to, or consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement, the Master Servicer shall not agree modify, waive or amend the terms of a Mortgage Loan and/or Companion Loan without the prior written consent of the Special Servicer (it being understood that the Master Servicer will promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information reasonably available to any the Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the event that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, plus the time period provided to the Directing Certificateholder under this Agreement, the Special Servicer’s consent to such modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph shall be deemed granted; and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten years (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee, the Certificate Administrator, the Special Servicer must provide Servicer, the Trustee Senior Trust Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d) that such extension would not constitute a "“significant modification" ” of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution ) and (2) subject to the Servicing Standard, prior to the occurrence and continuance of collateral any Control Event, obtain the consent of the Directing Certificateholder (which consent shall be treated hereunder as a modification or amendment of coordinated through the applicable Mortgage LoanSpecial Servicer). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or related Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, provided that if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "“significant modification" ” of the Mortgage Loan and/or related Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification or amendment will not cause (x) either Mortgage Loan and/or related Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or related Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Companion Loan documents or default with respect thereto is not reasonably foreseeable unless it has received an Opinion of Counsel to the effect that (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such substitution Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not cause result in the related Mortgage downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to fail the Certificates pursuant to qualify as a "qualified mortgage" for REMIC purposes, Section 3.30) and (ii) such substitution will would not affect be a “significant modification” of the status Mortgage Loan and/or related Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as a REMIC applicable, may obtain and rely upon an Opinion of either Counsel (at the Upper-Tier REMIC or expense of the Lower-Tier REMICrelated Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and (iii) such substitution will not subject if so prohibited, at the expense of the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax) with respect thereto).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a), Section 3.20(i) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, providedand in any event, that the Servicer shall not modify, waive or amend a Mortgage Loan without the prior written consent of the Special Servicer may agree except to the extent provided in Section 3.08(f); provided that, the Servicer shall forward to the Special Servicer requests to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, Loan and the Special Servicer may approve such request; provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date ten twenty years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage LoanLoan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Special Servicer must provide the Trustee Trustee, the Paying Agent, the Servicer and the Directing Certificateholders with an opinion of counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required to be paid by the Mortgagor, the Special Servicer shall not consent to such extension without the consent of the Directing Certificateholder) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Servicer, without the consent of the Special Servicer, and subject to the requirements of any applicable Intercreditor Agreement or Mezzanine Intercreditor Agreement, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to applicable law, and provided further that neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrading, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a), Section 3.20(d), Section 3.20(j) and Section 3.086.07, the Servicer shall not agree but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer shall not modify, waive or amend the terms of a Mortgage LoanLoan and/or a Companion Loan without the prior written consent of the Special Servicer; provided that, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request, provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d) and the Special Servicer shall not consent to such extension without the consent of the Directing Certificateholder) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification Mortgage Loan or amendment will not cause (x) either Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect and/or Companion Loan within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a), Section 3.20(i) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, providedand in any event, that the Servicer shall not modify, waive or amend a Mortgage Loan without the prior written consent of the Special Servicer may agree except to the extent provided in Section 3.08(f); provided that, the Servicer shall forward to the Special Servicer requests to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, Loan and the Special Servicer may approve such request; provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date ten twenty years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage LoanLoan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Special Servicer must provide the Trustee Trustee, the Paying Agent, the Servicer and the Directing Certificateholders with an opinion of counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required to be paid by the Mortgagor, the Special Servicer shall not consent to such extension without the consent of the Directing Certificateholder) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that . Neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Servicer or the Special Servicer, as applicable, obtains from Fitch and S&P (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrading, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a), Section 3.20(d), Section 3.20(j) and Section 3.08, the Servicer shall not agree 6.07 but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan, subject to the rights of the related Companion Holder to advise the applicable Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicers shall not modify, waive or amend a Mortgage LoanLoan and/or a Companion Loan without the prior written consent of the Special Servicer; provided that, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that applicable Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request, provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the applicable Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required to be paid by the Mortgagor, from the Certificate Account as an expense of the Trust) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer applicable Master Servicer, with respect to Non-Specially Serviced Mortgage Loans that it is responsible for servicing, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification Mortgage Loan or amendment will not cause (x) either Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, applicable Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) such Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates or if applicable, any class of Companion Loan Securities and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect and/or Companion Loan within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.08(a), Section 3.08(b), Section 3.08(f), Section 3.20(a) ), Section 3.20(d), and Section 3.083.20(j), but subject to any other conditions set forth thereunder, the Servicer shall not agree to any modificationmodify, waiver waive or amendment of amend a Mortgage LoanLoan without the prior written consent of the Special Servicer; provided that, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estate, the date ten years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage Loan, the Special Servicer must provide the Trustee with an opinion of counsel that may approve such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loanrequest. Notwithstanding the foregoing, the Servicer Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that . Neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Servicer or the Special Servicer, as applicable, obtains from Moody's and Fitch (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrading, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a), Section 3.20(i) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that that, except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estate, the date twenty years prior to the expiration of such leasehold estate; provided that if the Special Servicer determines in accordance with the Servicing Standards that such extension would produce a greater recovery on a net present value basis, the Special Servicer may extend the original maturity date to the date ten years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage LoanLoan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Special Servicer must provide the Trustee with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that . Neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless either (i) such substitution is at the unilateral option of the Mortgagor, within the meaning of Treasury Regulations Section 1.1001-3 or (ii) it has received an Opinion of Counsel to the effect that such substitution would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan set forth on Schedule 4 (or any portion thereof) unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8) and the Servicer or the Special Servicer, as applicable, has received (i) a certificate of public accountant to the effect that such substitution substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan in compliance with the requirements of the terms of the related Mortgage Loan documents, (ii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust Fund, will have a first priority perfected security interest in such substituted Mortgage Property; provided, however, that to the extent the related Mortgage Loan documents provide the lender with discretion, the Servicer shall require that the related Mortgagor pay the cost of any such opinion as a condition to granting such defeasance, (iii) to the extent required under the related Mortgage Loan documents, or to the extent the Mortgage Loan documents provide the lender with discretion, the Servicer shall require the borrower to establish a single purpose entity to act as a successor borrower, and (iv) to the extent permissible under the Mortgage Loan documents, the Servicer shall require the related Mortgagor to obtain written confirmation from the Rating Agencies that such defeasance will not cause the downgrade, withdrawal or modification of the then current ratings of the Certificates; provided however, that the Servicer shall not require the related Mortgage Loan Mortgagor to fail obtain such written confirmation from Fitch to qualify as a "qualified mortgage" for REMIC purposesthe extent that such Mortgagor has obtained the certificate required pursuant to clause (i) above, obtained the opinion required pursuant to clause (ii) such substitution will not affect above and established the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, and single purpose entity pursuant to clause (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxabove.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a), Section 3.20(i) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that that, except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date ten twenty years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage LoanLoan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Special Servicer must provide the Trustee with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that provided, that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further provided, further, that the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless either (i) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan, within the meaning of Treasury Regulations Section 1.1001-3, or (ii) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.08(a), Section 3.08(b), Section 3.08(f), Section 3.20(a) and Section 3.08), the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph and in Section 3.20(d), no and Section 3.20(j), but subject to any other conditions set forth thereunder, the Master Servicer shall not modify, waive or amend a Mortgage Loan that is not a Specially Serviced (except for the Somerset Collection Mortgage Loan may be modifiedLoan) without the prior written consent of the Special Servicer; provided that, waived or amended, provided, that the Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request, provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date Maturity Date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificate-holders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Master Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to applicable law and the Mortgage Loan or Companion Loan documents, and provided further that neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrading, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a), Section 3.20(i) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08 and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that that, except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date ten twenty years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage LoanLoan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Special Servicer must provide the Trustee with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that . Neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless (i) subject to the related loan documents, the Servicer obtains from each Rating Agency a written confirmation that such substitution will not cause a downgrading, qualification or withdrawal of the then current rating assigned to any of the Certificates; provided that, to the extent the fees of the Rating Agencies in connection with any such confirmation are not required to be paid by the related Mortgagor under the related Mortgage Loan documents, expressly or otherwise, the Servicer or Special Servicer (as applicable) shall not approve a substitution without (a) requiring the Mortgagor to pay such fees associated with the approval thereof or (b) satisfying such fee obligation by other means (which shall not be an expense or liability of the Trust), without the consent of the Directing Certificateholder and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estate, the date ten years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage Loan, the Special Servicer must provide the Trustee with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless either (a) such substitution is at the unilateral option of the Mortgagor, within the meaning of Treasury Regulations Section 1.1001-3 or (ii) it has received an Opinion of Counsel to the effect that such substitution would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan set forth on Schedule 4 (or any portion thereof) at any time such Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents unless it the Servicer or the Special Servicer, as applicable, has received an Opinion (i) a certificate of Counsel public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (iincluding payments at maturity) on such substitution will not cause Mortgage Loan in compliance with the requirements of the terms of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposesdocuments, and (ii) such substitution will not affect one or more Opinions of Counsel (at the status as a REMIC expense of either the Upper-Tier REMIC or related Mortgagor) to the Lower-Tier REMICeffect that the Trustee, and (iii) such substitution will not subject on behalf of the Trust Fund, will have a first priority perfected security interest in such substituted Mortgage Property; provided, however, that to the Upper-Tier REMIC or extent the Lower-Tier REMIC related Mortgage Loan documents provide the lender with discretion, the Servicer shall require that the related Mortgagor pay the cost of any such opinion as a condition to any taxgranting such defeasance.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.08(a), Section 3.08(b), Section 3.08(f), Section 3.20(a) ), Section 3.20(d), and Section 3.083.20(i), the Servicer shall not agree but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer shall not modify, waive or amend a Mortgage LoanLoan and/or a Companion Loan without the prior written consent of the Special Servicer; provided that, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request, provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required to be paid by the Mortgagor, to be paid as a servicing expense and the Special Servicer shall not consent to such extension without the consent of the Directing Certificateholder) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Master Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to applicable law and the Mortgage Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that such substitution would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) pursuant with respect to the terms of the related Mortgage Loan documents unless it has received an Opinion of Counsel 345 Park Avenue South Whole Loan, prior to the effect that occurrence and continuanxx xx x 000 Xxxx Xxxxue South Control Appraisal Event, (i) such substitution will not cause the related Mortgage Loan 345 Park Avenue Xxxxx X Xxxx Xxxxxxxxtative, in lieu of the Directing Cxxxxxxxxxxxxxxxx, xxxxx be entitled to fail to qualify as a "qualified mortgage" for REMIC purposestake all actions under this Section, (ii) such substitution will not affect any references to the status as a REMIC of either Directing Certificateholder in this Section shall be deemed to also include references to the Upper-Tier REMIC or the Lower-Tier REMIC345 Park Avenue South B Note Representative, and (iii) such substitution will not subject the Trust FundMaster Servixxx xxx xxx Xxxxxxx Xxxvicer shall, with respect to the proposed modification, follow the notice and approval procedures specified in Section 3.28. Following the occurrence and during the continuance of a 345 Park Avenue South Control Appraisal Event, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxDirecting Certificatxxxxxxx xxxxx xxxxxxxe such rights as set forth herein.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.08(a), Section 3.08(b), Section 3.08(f), Section 3.20(a) ), Section 3.20(d), and Section 3.083.20(i), the Servicer shall not agree but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan, subject to the rights of the related Companion Holder to advise the applicable Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicers shall not modify, waive or amend a Mortgage Loan, and, except as provided in Loan and/or a Companion Loan without the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, prior written consent of the Special Servicer; provided, that the applicable Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request, provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the applicable Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required to be paid by the Mortgagor, to be paid as a Servicing Advance and the Special Servicer shall not consent to such extension without the consent of the Directing Certificateholder) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer applicable Master Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that provided, that, if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to applicable law and the Mortgage Loan documents, neither the applicable Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless (i) such Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that such substitution would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) pursuant with respect to the terms of the related Mortgage Loan documents unless it has received an Opinion of Counsel Roundy's Distribution Center Whole Loan, prior to the effect that occurrence and coxxxxxxxxe of a Roundy's Distribution Center Control Appraisal Event, (i) such substitution will not cause to the related Mortgage Loan extent xxxxxxxent with the Roundy's Distribution Center Intercreditor Agreement, the Roundy's Distxxxxxxxx Center B Note Representative, instead of the Direxxxxx Xxrtificateholder, shall be entitled to fail to qualify as a "qualified mortgage" for REMIC purposesthe rights of the Directing Certificateholder under this Section, (ii) such substitution will not affect any references to the status as a REMIC of either Directing Certificateholder in this Section shall be deemed to also include references to the Upper-Tier REMIC or the Lower-Tier REMIC, Roundy's Distribution Center B Note Representative and (iii) such substitution will not subject the Trust Fundapplicxxxx Xxxter Servicer and the Special Servicer shall, with respect to the proposed modification, follow the notice and approval procedures specified in Section 3.28. Following the occurrence and during the continuance of a Roundy's Distribution Center Control Appraisal Event, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxDirecting Cerxxxxxxxxholder shall exercise such rights.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this (i) Section 3.08(a), Section 3.08(b), Section 3.08(f), Section 3.20(a), Section 3.20(d) and Section 3.083.20(j), the Servicer shall not agree to any modification, waiver or amendment of a Mortgage LoanLoan and (ii) Section 3.08(f), andSection 3.20(a), except as provided in the following paragraph and in Section 3.20(d) and Section 3.20(j), no but subject to any other conditions set forth thereunder, the Servicer shall not modify, waive or amend a Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modifiedwithout the prior written consent of the Special Servicer; provided that, waived or amended, provided, that the Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request; provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date ten twenty years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage LoanLoan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that . Neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Servicer or the Special Servicer, as applicable, obtains from Moody's and S&P (and delivers to the Directing Certificateholder) a wrixxxx xxnfirmation that such substitution will not cause a downgrading, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended; provided, providedhowever, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estate, the date ten years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage Loan, the Special Servicer must provide the Trustee with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents unless it has received an Opinion of Counsel to the effect that (i) such substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax. Notwithstanding the foregoing, but subject to the Terms of the Mortgage Loans, neither the Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan at any time such Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents unless the Servicer or the Special Servicer, as applicable, has received (i) a certificate of an Independent Certified public accountant (at the expense of the related Mortgagor) to the effect that (A) in the event of a total defeasance such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan, (B) in the event of a partial defeasance the remaining Mortgaged Properties will have a Debt Service Coverage Ratio at least equal to the Debt Service Coverage Ratio required by the related Mortgage Loan documents and (C) in either case such defeasance is in compliance with the requirements of the terms of the related Mortgage Loan documents, and (ii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that (1) such substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (2) such substitution will not affect the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, (3) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax, and (4) the Trustee, on behalf of the Trust Fund, will have a first priority perfected security interest in such substituted Mortgaged Property and (5) to the extent permitted by the related Mortgage Loan Documents (and to the extent that the lender can require the same), the substituted Mortgaged Property will be held in a special-purpose entity established for this purpose; provided, however, that to the extent the related Mortgage Loan documents provide the lender with discretion, the Servicer or the Special Servicer, as applicable, shall require that the related Mortgagor pay the cost of any such opinion as a condition to granting such defeasance. The Servicer or the Special Servicer, as applicable, shall notify each Rating Agency of each defeasance of a Mortgage Loan pursuant to this paragraph and shall provide each Rating Agency with a copy of each certificate of a certified public accountant received by the Servicer pursuant to clause (i) above and the Opinion of Counsel received by the Servicer pursuant to clause (ii) above.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estate, the date ten years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage Loan, the Special Servicer must provide the Trustee with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer may modify or amend the terms of any Mortgage Loan which is not a Specially Serviced Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents unless it has received an Opinion of Counsel to the effect that (i) such substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan set forth on Schedule 5 (or any portion thereof) at any time such Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents unless the Servicer or the Special Servicer, as applicable, has received (i) a certificate of public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan in compliance with the requirements of the terms of the related Mortgage Loan Documents, and (ii) one or more Opinions of Counsel (at the expense of the related Mortgagor to the extent permissible under the Mortgage Loan Documents, and otherwise at the expense of the Trust Fund) to the effect that (1) such substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (2) such substitution will not affect the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, (3) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax, and (4) the Trustee, on behalf of the Trust Fund, will have a first priority perfected security interest in such substituted Mortgage Property.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estate, the date ten years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage Loan, the Special Servicer must provide the Trustee with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents unless it has received an Opinion of Counsel to the effect that (i) such substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan set forth on Schedule 4 (or any portion thereof) at any time such Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents unless the Servicer or the Special Servicer, as applicable, has received (i) a certificate of public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan in compliance with the requirements of the terms of the related Mortgage Loan documents, and (ii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that (1) such substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (2) such substitution will not affect the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, (3) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax, and (4) the Trustee, on behalf of the Trust Fund, will have a first priority perfected security interest in such substituted Mortgage Property; provided, however, that to the extent the related Mortgage Loan documents provide the lender with discretion, the Servicer shall require that the related Mortgagor pay the cost of any such opinion as a condition to granting such defeasance.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, ; provided, however, that subject to Section 3.21(e) the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estate, the date ten years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage Loan, the Special Servicer must provide may only enter into such extension if it provides the Trustee with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer may may, consistent with the Servicing Standard, modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity therein or therein, (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any errorerror (iii) waive defaults with respect to minor covenants (other than financial covenants), including with respect to late financial statements, to the extent such waiver will not have any material adverse affect on the rights or interests of the Certificateholder of any Class, (iv) release parcels of a Mortgaged Property to the extent that any such release will not have any material adverse affect on the rights or interests of the Certificateholders of any Class, if each Rating Agency has been notified by the Servicer of its intent to permit such release and each Rating Agency has provided written notice that such release will not result in the withdrawal, qualification or downgrade of its then current rating of any Class of Certificates (provided that releases as to which the Loan Documents expressly require the mortgagee thereunder to make such releases upon the satisfaction of certain conditions shall be made as required in the Loan Documents), (v) make any other modifications, waivers, or amendments which the Servicer determined, in accordance with the Servicing Standard, are of routine nature and will not have a material adverse affect on the rights or interests of the Certificateholders of any Class, in each casae provided that such modification modification, waiver or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that the proposed modification modification, waiver or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding 104 Neither the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan Documents except in accordance with the next sentence. Neither the Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan at any time such Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents unless it the Servicer or the Special Servicer, as applicable, has (a) provided notice to the Rating Agencies of such substitution and has received written confirmation by each of the Rating Agencies that such substitution will not cause the Rating Agency to downgrade, withdraw or qualify any of the ratings assigned by the Rating Agency to any Class of Certificates; and (b) received (i) a certificate of an Opinion Independent Certified public accountant (at the expense of Counsel the related Mortgagor) to the effect that (iA) in the event of a total defeasance such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan, (B) in the event of a partial defeasance the remaining Mortgaged Properties will have a Debt Service Coverage Ratio at least equal to the Debt Service Coverage Ratio required by the related Mortgage Loan documents and (C) in either case such defeasance is in compliance with the requirements of the terms of the related Mortgage Loan documents and (ii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that (1) such substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii2) such substitution will not affect the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii3) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any tax, and (4) the Trustee, on behalf of the Trust Fund, will have a first priority perfected security interest in such substituted Mortgaged Property and (5) to the extent permitted by the related Mortgage Loan Documents (and to the extent that the lender can require the same), the substituted Mortgaged Property will be held in a special-purpose entity established for this purpose; provided, however, that to the extent the related Mortgage Loan documents provide the lender with discretion, the Servicer or the Special Servicer, as applicable, shall require that the related Mortgagor pay the cost of any such opinion as a condition to granting such defeasance. The Servicer or the Special Servicer, as applicable, shall notify the Directing Certificateholder of each defeasance of a Mortgage Loan pursuant to this paragraph and shall provide each Rating Agency with a copy of each certificate of a certified public accountant received by the Servicer pursuant to clause (i) above and the Opinion of Counsel received by the Servicer pursuant to clause (ii) above. Notwithstanding anything to the contrary herein, with respect to any Mortgage Loan the outstanding principal balance of which exceeds the lesser of $15,000,000 or 5% of the outstanding aggregate balance of all Mortgage Loans in the Trust Fund, the Servicer will not consent to the removal or replacement of any property manager or (b) consent to or approve of (to the extent the related Loan Documents require the related borrower to obtain the consent to or approval of the related mortgagee) any transfer of equity of (or equivalent ownership interests in) the related borrower or of any equity owner of the borrower that is itself required to be a special purpose entity, if, during the term of such Mortgage Loan, in excess of 49% of such equity (or equivalent) will have been transferred to any other party, in either case unless notice thereof shall have been given to each Rating Agency and each Rating Agency shall have confirmed in writing 105 that such action will not, by itself, result in the downgrade, withdrawal or reduction of its then-current rating of any outstanding Class of Certificates.

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a), Section 3.20(i) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that that, except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date ten twenty years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage LoanLoan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Special Servicer must provide the Trustee with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that . Neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless either (i) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan, within the meaning of Treasury Regulations Section 1.1001-3, or (ii) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a), Section 3.20(i) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided, further, that that, except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date ten years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage LoanLoan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Special Servicer must provide the Trustee with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that . Neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless either (i) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan, within the meaning of Treasury Regulations Section 1.1001-3, or (ii) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a), Section 3.20(d), Section 3.20(j) and Section 3.08, the Servicer shall not agree 6.07 but subject to any other conditions set forth thereunder, and, with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer shall not modify, waive or amend a Mortgage Loan, and, except as Loan and/or a Companion Loan without the prior written consent of the Special Servicer; provided in that the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request; provided, further, that except as provided in the following sentence, subject to Section 6.07, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required to be paid by the Mortgagor, from the Certificate Account as an expense of the Trust) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Master Servicer, with respect to Non-Specially Serviced Mortgage Loans that it is responsible for servicing, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, provided that if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification Mortgage Loan or amendment will not cause (x) either Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then-current rating assigned to any of the Certificates or if applicable, any class of Companion Loan Securities and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect and/or Companion Loan within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in (i) this Section 3.20(a), Section 3.20(j) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided Loan and (ii) in the following paragraph paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, providedand in any event, that the Servicer shall not modify, waive or amend a Mortgage Loan without the prior written consent of the Special Servicer may agree except to the extent provided in Section 3.08(f); provided that, the Servicer shall forward to the Special Servicer requests to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request; provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date ten twenty years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage LoanLoan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that . Neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless either (i) the Servicer or the Special Servicer, as applicable, obtains from Moody's and Fitch (and delivers to the Directing Certificateholder) a wxxxxxx confirmation that such substitution will not cause a downgrading, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a) and Section 3.08, the Servicer shall not agree The Master Servicers (with respect to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that the Special Servicer may agree to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan) and the Special Servicer (with respect to any Specially Serviced Mortgage Loan) each may (consistent with the Servicing Standard) agree to any modification, providedwaiver or amendment of any term of, further, that no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of either Master Servicer, subject to a Mortgage Loan secured by a leasehold estatemaximum of two separate one-year extensions without the consent of the Special Servicer), defer or forgive interest (including Penalty Interest and Additional Interest) on and principal of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the date ten years prior to release, addition or substitution of collateral securing, and/or permit the expiration release, addition or substitution of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgagor on or any guarantor of, any Serviced Mortgage Loan, the Special Servicer must and/or provide the Trustee consents with an opinion of counsel that such extension would not constitute respect to any leasing activity at a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer may modify or amend the terms of Mortgaged Property securing any Serviced Mortgage Loan without the consent of the Special Servicer in order to (i) cure Trustee or any ambiguity therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any errorCertificateholder; provided, provided that such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that the proposed modification or amendment will not cause (x) either Master Servicers' and the Upper-Tier REMIC or the Lower-Tier REMIC Special Servicer's rights to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to do so shall be subject to any tax under Section 3.08 and Section 6.11 (and, in the REMIC Provisions. Notwithstanding the foregoingcase of a Loan Combination, the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) pursuant subject to the terms of the related Loan Combination Intercreditor Agreement) and, further, to the following subsections of this Section 3.20; and provided, further, that other than as provided in Sections 3.02(a) (relating to waivers of Default Charges), 3.08, 3.20(d) and 3.20(e), neither Master Servicer shall agree to any modification, waiver, forbearance or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan, unless such Master Servicer has obtained the consent of the Special Servicer (it being understood and agreed that (A) such Master Servicer will promptly provide the Special Servicer with notice of any Mortgagor request for such modification, waiver, forbearance or amendment, and, with respect to a Mortgage Loan documents unless it has received an Opinion of Counsel with respect to which Wachovia is not the effect Master Servicer, the Master Servicer's written recommendations and analysis, and all information reasonably available to such Master Servicer that (i) the Special Servicer may reasonably request in order to withhold or grant any such substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposesconsent, (iiB) the Special Servicer shall decide whether to withhold or grant such substitution will not affect consent in accordance with the status as a REMIC of either the Upper-Tier REMIC or the Lower-Tier REMIC, Servicing Standard and Section 6.11 and (iiiC) if any such substitution will consent has not subject been expressly denied within 10 Business Days (or, if the Trust FundControlling Class Representative is entitled to object pursuant to Section 6.11, 15 Business Days, which 15 Business Days shall include the Upper-Tier REMIC five Business Days specified in the proviso at the end of the first paragraph of Section 6.11) after the Special Servicer's receipt from such Master Servicer of such Master Servicer's recommendations and analysis and all information reasonably requested thereby and reasonably available to such Master Servicer in order to make an informed decision (or, if the Special Servicer did not request any information, within 10 Business Days (or the Lower-Tier REMIC 15 Business Days, if applicable) after such notice), such consent shall be deemed to any taxhave been granted).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.08(a), Section 3.08(b), Section 3.08(f), Section 3.20(a) ), Section 3.20(d), and Section 3.083.20(i), the Servicer shall not agree but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer shall not modify, waive or amend a Mortgage LoanLoan and/or a Companion Loan without the prior written consent of the Special Servicer; provided that, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request, provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d) and the Special Servicer shall not consent to such extension without the consent of the Directing Certificateholder) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification Mortgage Loan or amendment will not cause (x) either Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect and/or Companion Loan within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j) and Section 3.086.07, the Servicer shall not agree but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan or the Bank of America Plaza Mortgage Loan, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer shall not modify, waive or amend the terms of a Mortgage LoanLoan and/or a Companion Loan without the prior written consent of the Special Servicer; provided that, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, providedand the Special Servicer may approve such request, and provided further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d) and the Special Servicer shall not consent to such extension without the consent of the Directing Certificateholder) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification Mortgage Loan or amendment will not cause (x) either Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates or Bank of America Plaza Companion Loan Securities and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect and/or Companion Loan within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in this Section 3.20(a), Section 3.20(i) and Section 3.08, the Servicer shall not agree to any modification, waiver or amendment of a Mortgage Loan, and, except as provided in the following paragraph paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, providedand in any event, that the Servicer shall not modify, waive or amend a Mortgage Loan without the prior written consent of the Special Servicer may agree except to the extent provided in Section 3.08(f); provided that, the Servicer shall forward to the Special Servicer requests to extend the maturity date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan, Loan and the Special Servicer may approve such request; provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date ten twenty years prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan for more than twelve months from and after the original maturity date of such Mortgage LoanLoan and the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, the Special Servicer must provide the Trustee Trustee, the Paying Agent, the Servicer and the Directing Certificateholders with an opinion of counsel (at the expense of the related Mortgagor) that such extension would not constitute a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, the Servicer Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b), and provided further that . Neither the proposed modification or amendment will not cause (x) either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan is not in default pursuant to the terms of the related Mortgage Loan documents or default with respect thereto is not reasonably foreseeable unless either (i) the Servicer or the Special Servicer, as applicable, obtains from Moody's and S&X (xxx delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrading, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j) and Section 3.086.07, the Servicer shall not agree but subject to any other conditions set forth thereunder, and, with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan, and, except as provided in Loan and/or Companion Loan without the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that prior written consent of the Special Servicer may agree (and such written consent request by the Master Servicer shall be accompanied by the Master Servicer's written analysis and recommendation); provided that, the Master Servicer shall forward to the Special Servicer requests along with its written analysis and recommendation to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, providedand the Special Servicer may approve such request, and provided further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d) and the Special Servicer shall not consent to such extension without the consent of the Directing Certificateholder) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification Mortgage Loan or amendment will not cause (x) either Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates or any class of Serviced Companion Loan Securities and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect and/or Companion Loan within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a), Section 3.20(d), Section 3.20(j) and Section 3.08, the Servicer shall not agree 6.07 but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer shall not modify, waive or amend the terms of a Mortgage LoanLoan and/or a Companion Loan without the prior written consent of the Special Servicer; provided that, and, except as provided in the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that Master Servicer shall forward to the Special Servicer may agree requests to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, and the Special Servicer may approve such request, provided, further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date (and in the case of the CenterPoint I Whole Loan, two years following its Maturity Date) and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required to be paid by the Mortgagor, to be paid as a Servicing Advance and the Special Servicer shall not consent to such extension without the consent of the Directing Certificateholder) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided, that the Master Servicer shall not grant any waiver with respect to the release of the "City Reserve" under the Cadillac Tower Mortgage Loan (identified as Loan No. 38 on Exhibit B hereto) without the consent of the Special Servicer and provided that further, that, if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification Mortgage Loan or amendment will not cause (x) either Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates or CenterPoint I Companion Loan Securities and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect and/or Companion Loan within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).

Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j) and Section 3.086.07, the Servicer shall not agree but subject to any other conditions set forth thereunder, and, with respect to an AB Mortgage Loan or, if applicable, a mezzanine loan, subject to the rights of the related Companion Holder to advise the applicable Master Servicer with respect to, or consent to, a modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicers shall not modify, waive or amend the terms of a Mortgage Loan, and, except as provided in Loan and/or Companion Loan without the following paragraph and in Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or amended, provided, that prior written consent of the Special Servicer may agree (and such written consent request by the applicable Master Servicer shall be accompanied by the applicable Master Servicer's written analysis and recommendation); provided that, the applicable Master Servicer shall forward to the Special Servicer requests along with its written analysis and recommendation to extend the maturity date of a Mortgage Loan and/or Companion Loan that is not a Specially Serviced Mortgage Loan, providedand the Special Servicer may approve such request, and provided further, that except as provided in the following sentence, no such extension entered into pursuant to this Section 3.20(a) shall be for a period of more than twelve months from the original maturity date of such Mortgage Loan or shall extend the maturity date Maturity Date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a leasehold estateestate and not also the related fee interest, the date twenty years or, to the extent consistent with the Servicing Standards giving due consideration to the remaining term of the ground lease, ten years years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve months from and after the original maturity date Maturity Date of such Mortgage LoanLoan and/or Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, the applicable Master Servicer must provide the Trustee, the Special Servicer must provide and the Trustee Directing Certificateholders with an opinion Opinion of counsel Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section 3.11(d) and the Special Servicer shall not consent to such extension without the consent of the Directing Certificateholder) that such extension would not constitute a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Any substitution of collateral shall be treated hereunder as a modification or amendment of the applicable Mortgage Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the applicable Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the applicable Master Servicer, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan without the consent of the Special Servicer and/or Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error, provided that that, if the Mortgage Loan and/or Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a "significant modification" of the Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b). Subject to Section 6.07 herein, applicable law and provided further that the proposed modification Mortgage Loan or amendment will not cause (x) either Companion Loan documents, neither the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to any tax under the REMIC Provisions. Notwithstanding the foregoing, applicable Master Servicer nor the Special Servicer shall not permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan and/or Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) such Master Servicer or the Special Servicer, as applicable, obtains from each Rating Agency (and delivers to the Directing Certificateholder) a written confirmation that such substitution will not cause a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates and (ii) either (a) such substitution is at the unilateral option of the Mortgagor or otherwise occurs automatically pursuant to the terms of the Mortgage Loan in effect on the Startup Day, within the meaning of Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of Counsel to the effect that (i) such substitution will would not cause be a "significant modification" of the related Mortgage Loan to fail to qualify as a "qualified mortgage" for REMIC purposes, (ii) such substitution will not affect and/or Companion Loan within the status as a REMIC meaning of either the Upper-Tier REMIC or the Lower-Tier REMIC, and (iii) such substitution will not subject the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to any taxTreasury Regulations Section 1.860G-2(b).