Common use of Enforcement of Alienation Clauses Clause in Contracts

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)Trust, approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, however, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, however, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers transfer of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits prohibit such an assignment and assumption or transfer except upon the satisfaction of specified conditions conditions, or fully prohibits prohibit such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits prohibit such a further encumbrance except upon the satisfaction of specified conditions conditions, or fully prohibits prohibit such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a 202 Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan and, if applicable, a related Performing Serviced Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or, if applicable, a related Performing Serviced Companion Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective wholewhole (in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, however, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall immediately notify the Special Servicer of such request, perform an underwriting analysis in connection therewith and deliver to the Special Servicer such underwriting analysis and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder to, in accordance with the Servicing Standard, withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if and as applicable. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then in either case the Master Servicer shall not permit the requested transfer or assumption of such Performing Serviced Mortgage Loan. If the Special Servicer consents to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofServiced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder(s), of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, however, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers transfer of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits prohibit such an assignment and assumption or transfer except upon the satisfaction of specified conditions conditions, or fully prohibits prohibit such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits prohibit such a further encumbrance except upon the satisfaction of specified conditions conditions, or fully prohibits prohibit such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan and, if applicable, a related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or, if applicable, a related Performing Serviced Pari Passu Companion Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers transfer of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits prohibit such an assignment and assumption or transfer except upon the satisfaction of specified conditions conditions, or fully prohibits prohibit such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits prohibit such a further encumbrance except upon the satisfaction of specified conditions conditions, or fully prohibits prohibit such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective wholewhole (in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan)), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:: 200

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall promptly notify the Special Servicer of such request, shall evaluate (consistent with the Servicing Standard) the experience and financial condition of the proposed transferee and the status of any conditions to transfer or assumption (as described above) and prepare a report in connection therewith and shall deliver to the Special Servicer such report and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder, within 15 days (or, in the case of a consent to a determination as to whether the conditions precedent to the subject transfer or assumption have been satisfied, within 10 days, or within such longer period as may be necessary to obtain any required consent pursuant to Section 6.11 or 6.12, as and if applicable) of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, in accordance with the Servicing Standard, to withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if and as applicable. If the Special Servicer does not respond within such 15-day period, 10-day period or such longer period as set forth above, as the case may be, such party's consent shall be deemed granted; provided, that if the Special Servicer's consent is not withheld, granted or deemed granted within the aforementioned 15-day period or 10-day period, as applicable, because the Special Servicer is in the process of obtaining a consent required pursuant to Section 6.11 and/or Section 6.12, as applicable, then the Special Servicer shall provide notice to the Master Servicer of such process and the estimated time period for completion thereof. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer and/or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then, in each such case, the Special Servicer shall notify the Master Servicer in writing of such determination, and the Master Servicer shall notify the related Mortgagor that the requested transfer and/or assumption will not be permitted and shall restrict the requested transfer and/or assumption of the subject Performing Serviced Mortgage Loan in accordance with the Servicing Standard. If the Special Servicer consents or is deemed to consent to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofServiced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder(s), of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) Loan or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) ), as the case may be, shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, however, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers transfer of interests in the related Borrower, in each case case, upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced As to each Mortgage Loan or Serviced Loan Combination expressly permits that contains a provision in the assignment nature of the related Mortgaged Property to, and assumption of a (i) "due-on-sale" clause that by its terms (1) provides that such Mortgage Loan by, another Person, shall (or may at the transfers of interests in the related Borrower, in each case mortgagee's option) become due and payable upon the satisfaction of specified conditions, prohibits such an assignment and assumption sale or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a other transfer of an interest in the related Mortgaged Property or of interest(sa controlling interest in the related Mortgagor; or (2) in provides that such Borrower in violation Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, for so long as such Mortgage Loan Documentsis included in the Trust Fund, or if the provisions of any Serviced (ii) as to each Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such that contains a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (provision in the case nature of a Borrower request for approval thereof) and not waive any violation of the relevant "due-on-encumbrance" clause that by its terms: (1) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property; or (2) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property, each of the Master Servicer and the Special Servicer shall, on behalf of the Trustee as the mortgagee of record, as to those Mortgage Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold its consent to any such sale clause or other transfer, in a manner consistent with the Servicing Standard. Notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance clause sale" or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the "due-on-sale or due-on-encumbrance encumbrance" clause; provided that all of , unless both the following conditions and/or restrictions Master Servicer and the Special Servicer shall apply:have followed the procedures set forth for those Mortgage Loans in the manner set forth in the immediately below clauses (i) through (vii):

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall immediately notify the Special Servicer of such request, shall evaluate (consistent with the Servicing Standard) the experience and financial condition of the proposed transferee and the status of any conditions to transfer or assumption (as described above) and prepare a report in connection therewith and shall deliver to the Special Servicer such report and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder, within 15 days (or, in the case of a consent to a determination as to whether the conditions precedent to the subject transfer or assumption have been satisfied, within 10 days) of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, in accordance with the Servicing Standard, to withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if and as applicable. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer and/or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then, in each such case, the Special Servicer shall notify the Master Servicer in writing of such determination, and the Master Servicer shall notify the related Mortgagor that the requested transfer and/or assumption will not be permitted and shall restrict the requested transfer and/or assumption of the subject Performing Serviced Mortgage Loan in accordance with the Servicing Standard. If the Special Servicer consents to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofServiced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder(s), of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall immediately notify the Special Servicer of such request, shall evaluate (consistent with the Servicing Standard) the experience and financial condition of the proposed transferee and the status of any conditions to transfer or assumption (as described above) and prepare a report in connection therewith and shall deliver to the Special Servicer such report and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder, in accordance with the Servicing Standard, to withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if and as applicable. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then in either case the Master Servicer shall not permit the requested transfer or assumption of such Performing Serviced Mortgage Loan. If the Special Servicer consents to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofServiced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder(s) and, in the case of the ______________ Trust Mortgage Loan, the Class ___ Representative, of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:such agreement together with a

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits prohibit such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits prohibit such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits prohibit such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits prohibit such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan or the Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing Serviced Mortgage Loan or the Performing Serviced Pari Passu Companion Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or As to each Serviced Loan Combination expressly permits that contains a provision in the assignment nature of a (i) "due-on-sale" clause (which includes, without limitation, sales or transfers of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, (in full or in part) or the transfers sale, transfer, pledge or hypothecation of interests direct or indirect interest in the related BorrowerBorrower or its owners), in each case which by its terms (1) provides that such Serviced Loan shall (or may at the mortgagee's option) become due and payable upon the satisfaction of specified conditions, prohibits such an assignment and assumption sale or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a other transfer of an interest in the related Mortgaged Property or of interest(sa controlling interest in the related Mortgagor; (2) provides that such Serviced Loan may not be assumed without the consent of the mortgagee or satisfaction of certain conditions in connection with any such Borrower sale or other transfer, for so long as such Serviced Loan is included in violation the Trust Fund or (3) provides that such Serviced Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions set forth in the related loan documents are satisfied, or (ii) as to each Serviced Loan that contains a provision in the nature of a "due-on-encumbrance" clause (including, without limitation, any mezzanine financing of the related Mortgage Loan Documents, Borrower or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property or any sale or transfer of preferred equity in such Borrower or its direct or indirect owners), that by its terms: (1) provides that such Serviced Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property; (2) requires the consent of the mortgagee or satisfaction of specified conditions, prohibits certain conditions to the creation of any such a additional lien or other encumbrance on the related Mortgaged Property; or (3) provides that such Serviced Loan may be further encumbrance except upon encumbered provided that certain conditions set forth in the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions loan documents have been satisfied, each of the Master Servicer and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation Special Servicer shall, on behalf of the related Mortgage Loan DocumentsTrustee as the mortgagee of record, the applicable Master Servicer as to those Serviced Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Serviced Loan (x) to accelerate the payments thereon, (y) to withhold its consent to any such sale or other transfer, in a Performing Serviced Mortgage Loan andmanner consistent with the Servicing Standard or (z) determine whether the conditions set forth in clause (a)(i)(3) of this paragraph have been satisfied. Notwithstanding anything to the contrary contained herein, if applicableneither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant "due-on-sale clause sale" or "due-on-encumbrance encumbrance" clause or (iiincluding, but not limited to, making any determination that the conditions set forth in Section 3.08(a)(i)(3) if and Section 3.08 (a)(ii)(3) have been satisfied), unless both the Master Servicer and the Special Servicer shall have followed the procedures set forth for those Loans in the best economic interest of manner set forth in the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(simmediately below clauses (i) through (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:vi):

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan or a Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing Serviced Mortgage Loan or a Performing Serviced Pari Passu Companion Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers transfer of interests in the related Borrower, in each case case, upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan or a Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing Serviced Mortgage Loan or a Performing Serviced Pari Passu Companion Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan, provided that the matter does not involve a Special Servicer Decision or a Material Action, unless the Master Servicer and the Special Servicer mutually agree (in accordance with the last paragraph of this Section 3.08(a)) that the Master Servicer shall process such request pursuant to the terms hereof) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) in any other case), as the case may be, shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall immediately notify the Special Servicer of such request, shall evaluate (consistent with the Servicing Standard) the experience and financial condition of the proposed transferee and the status of any conditions to transfer or assumption (as described above) and prepare a report in connection therewith and shall deliver to the Special Servicer such report and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder, within 15 days (or, in the case of a consent to a determination as to whether the conditions precedent to the subject transfer or assumption have been satisfied, within 10 days) of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, in accordance with the Servicing Standard, to withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if and as applicable. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer and/or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then, in each such case, the Special Servicer shall notify the Master Servicer in writing of such determination, and the Master Servicer shall notify the related Mortgagor that the requested transfer and/or assumption will not be permitted and shall restrict the requested transfer and/or assumption of the subject Performing Serviced Mortgage Loan in accordance with the Servicing Standard. If the Special Servicer consents to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofServiced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder(s) and, in the case of a Split Trust Mortgage Loan, the applicable Loan-Specific Class Representative, of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced As to each Mortgage Loan that contains a provision in the nature of a (i) “due-on-sale” clause (which includes, without limitation, sales or Serviced Loan Combination expressly permits the assignment transfers of the related Mortgaged Property to(in full or in part) or the sale, and assumption transfer, pledge or hypothecation of direct or indirect interest in the related Borrower or its owners), which by its terms (1) provides that such Mortgage Loan by, another Person, shall (or may at the transfers of interests in the related Borrower, in each case mortgagee’s option) become due and payable upon the satisfaction of specified conditions, prohibits such an assignment and assumption sale or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a other transfer of an interest in the related Mortgaged Property or of interest(sa controlling interest in the related Mortgagor; or (2) provides that such Mortgage Loan may not be assumed without the consent of the mortgagee or satisfaction of certain conditions in connection with any such Borrower sale or other transfer, for so long as such Mortgage Loan is included in violation the Trust Fund, or (ii) as to each Mortgage Loan that contains a provision in the nature of a “due-on-encumbrance” clause (including, without limitation, any mezzanine financing of the related Mortgage Loan Documents, Borrower or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property or any sale or transfer of preferred equity in such Borrower or its direct or indirect owners), that by its terms: (1) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property; or (2) requires the consent of the mortgagee or satisfaction of specified conditionscertain conditions to the creation of any such additional lien or other encumbrance on the related Mortgaged Property, prohibits such a further encumbrance except upon each of the satisfaction Master Servicer and the Special Servicer shall, on behalf of specified conditions the Trustee as the mortgagee of record, as to those Mortgage Loans it is obligated to service hereunder, exercise (or fully prohibits such a further encumbrance, in each case, other than an encumbrance waive its right to exercise) any right it may have with respect to a Co-op such Mortgage Loan as (x) to which accelerate the NCBpayments thereon, FSB Subordinate Debt Conditions have been satisfiedor (y) to withhold its consent to any such sale or other transfer, and in a manner consistent with the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of Servicing Standard. Notwithstanding anything to the related Mortgage Loan Documentscontrary contained herein, neither the applicable Master Servicer (with respect nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to a Performing Serviced Mortgage Loan andwithhold, if applicable, under any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant “due-on-sale clause sale” or “due-on-encumbrance clause or (ii) if encumbrance” clause, unless both the Master Servicer and the Special Servicer shall have followed the procedures set forth for those Mortgage Loans in the best economic interest of manner set forth in the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(simmediately below clauses (i) through (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:vii):

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall immediately notify the Special Servicer of such request, shall evaluate (consistent with the Servicing Standard) the experience and financial condition of the proposed transferee and the status of any conditions to transfer or assumption (as described above) and prepare a report in connection therewith and shall deliver to the Special Servicer such report and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder, in accordance with the Servicing Standard, to withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if and as applicable. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then in either case the Master Servicer shall not permit the requested transfer or assumption of such Performing Serviced Mortgage Loan. If the Special Servicer consents to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofServiced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder(s) and, in the case of a Split Trust Mortgage Loan, the Class IUU Representative, of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If In the provisions event of any Serviced intent of, or request on the part of, a Borrower or Guarantor under the Mortgage Loan or Serviced Loan Combination expressly permits any principal of such Borrower or Guarantor in connection with the assignment transfer or further encumbrance of a Site or the transfer of an interest in such Borrower, the Servicer, on behalf of the related Mortgaged Property toTrustee as the mortgagee of record, shall evaluate any right to transfer and assumption the terms of such the Mortgage Loan byDocuments, another Person, shall enforce the restrictions contained in the Mortgages on transfers or further encumbrances of the Sites and on transfers of interests in the related any Borrower, unless the Servicer has determined, in each case upon its reasonable, good faith judgment, that waiver of such restrictions would be in accordance with the satisfaction Servicing Standard; provided, however, that the Servicer shall not waive any such material right it has, or grant any consent it is otherwise entitled to withhold with respect thereto, unless it has received Rating Agency Confirmation. In making the determination that the waiver of specified conditionsa “due-on-sale” or “due-on-encumbrance” clause is in accordance with the Servicing Standard, prohibits such an assignment the Servicer shall, among other things, take into account, subject to the Servicing Standard and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance increase in taxes (based on a fully assessed number calculated off of the related Mortgaged Property upon proposed purchase price) as a result of the satisfaction of specified conditions, prohibits such a further encumbrance except upon transfer. The Servicer shall compute the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Debt Service Coverage Ratio under the Mortgage Loan as of the end of the most recent calendar quarter and using the proposed purchase price and shall provide copies of the results of such calculation to which each Rating Agency showing a comparison of the NCB, FSB Subordinate recalculated Debt Conditions have been satisfied, Service Coverage Ratio versus the Debt Service Coverage Ratio as of the end of the most recent calendar quarter. If the Servicer (i) collects an assumption fee in connection with any transfer or proposed transfer of any interest in a Borrower or any Site and (ii) fails to collect from such Borrower or the related transferee (or waives the collection of) any fees, expenses or costs associated with that transfer or proposed transfer which are required to be paid by such Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation related transferee, under the terms of the related Mortgage Loan Documents, then the applicable Master Servicer shall apply the assumption fee (but only up to the extent of such fee collected) to first cover any such fees, expenses or costs that would otherwise be payable from or reimbursable out of the Trust Fund, and only the portion of such assumption fee remaining after payment of such fees, expenses and costs shall be payable to the Servicer as additional compensation under Section 3.11; and provided, further, that the Servicer shall (to the extent permitted under the Mortgage Loan Documents) demand that the Borrower pay all fees, costs and expenses with respect to a Performing Serviced Mortgage Loan andsuch transfer unless the Servicer determines that such collection of any such fees, if applicable, any related Performing Serviced Pari Passu Companion Loan) or costs and expenses would violate the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:Servicing Standard.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers transfer of interests in the related Borrower, in each case case, upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests interests, in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or, if applicable, a related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or, if applicable, a related Performing Serviced Pari Passu Companion Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust (including, in the case of the Trust Subordinate Companion Loan, the Loan-Specific Certificates) and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective wholewhole taking into account the subordinate nature of the Trust Subordinate Companion Loan), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall promptly notify the Special Servicer of such request, shall evaluate (consistent with the Servicing Standard) the experience and financial condition of the proposed transferee and the status of any conditions to transfer or assumption (as described above) and prepare a report in connection therewith and shall deliver to the Special Servicer such report and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder, within 15 days (or, in the case of a consent to a determination as to whether the conditions precedent to the subject transfer or assumption have been satisfied, within 10 days, or within such longer period as may be necessary to obtain any required consent pursuant to Section 6.11 or 6.12, as and if applicable) of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, in accordance with the Servicing Standard, to withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if and as applicable. If the Special Servicer does not respond within such 15-day period, 10-day period or such longer period as set forth above (and set forth in the notice described in the following proviso), as the case may be, such party's consent shall be deemed granted; provided, that if the Special Servicer's consent is not withheld, granted or deemed granted within the aforementioned 15-day period or 10-day period, as applicable, because the Special Servicer is in the process of obtaining a consent required pursuant to Section 6.11 and/or Section 6.12, as applicable, then the Special Servicer shall, prior to the termination of the aforementioned 15-day or 10-day period, provide notice to the Master Servicer of such process and the estimated time period for completion thereof. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer and/or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then, in each such case, the Special Servicer shall notify the Master Servicer in writing of such determination, and the Master Servicer shall notify the related Mortgagor that the requested transfer and/or assumption will not be permitted and shall restrict the requested transfer and/or assumption of the subject Performing Serviced Mortgage Loan in accordance with the Servicing Standard. If the Special Servicer consents or is deemed to consent to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofServiced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder(s), of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If the provisions Upon receipt of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation waiver in respect of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clauseprovision, the Master Servicer, with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement as provided in this Section 3.08. With respect to all Mortgage Loans other than Specially Serviced Mortgage Loans and the [__________] Serviced Mortgage Loan, the Master Servicer or, in the case of Specially Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless following its receipt of a request of a waiver in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer’s receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) five (5) Business Days after the Controlling Class Representative’s receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request, which notice shall be given by the Special Servicer no later than 10 Business Days after the commencement of the 15 Business Day period described in the preceding clause (a)) or the Special Servicer (with the written consent of the Controlling Class Representative, which consent shall be deemed given if not denied within five Business Days after the Controlling Class Representative’s receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request), as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence), as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s Certificate setting forth the basis for such determination. Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not consent to) any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan (i) with respect to which the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are one of the ten largest Mortgage Loans or concentrations of Mortgage Loans, as of the date of such waiver request, without receiving prior written confirmation from [S&P and Xxxxx’x] that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates or (ii) with respect to which (a) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $[20,000,000], (b) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are greater than 2% of the aggregate Stated Principal Balance of all Mortgage Loans, (c) such Mortgage Loan is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), or (d) such Mortgage Loan has a Loan-to-Value Ratio (calculated to include the additional indebtedness secured by any encumbrance) that is equal to or greater than 85% and a Debt Service Coverage Ratio (calculated to include the additional debt from any encumbrance) of 1.2x or less, without receiving a prior written confirmation from [S&P] that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates. With respect to a waiver of a due-on-sale provision, neither the Master Servicer nor the Special Servicer shall waive any such restriction without receiving prior written confirmation from [Xxxxx’x and S&P] that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided that, if the Mortgage Loan (a) does not have an aggregate Stated Principal Balance (including the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan) equal to or in excess of $35,000,000 (or $25,000,000 with respect to Xxxxx’x), (b) does not have an aggregate Stated Principal Balance (including the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan) greater than 5% of the following conditions and/or restrictions aggregate Stated Principal Balance of all Mortgage Loans or (c) is not one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), the Master Servicer or the Special Servicer, as applicable, may waive such requirement without confirmation by [S&P] in accordance with the Servicing Standard; and provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clause (ii) of the immediately preceding sentence, the Master Servicer or Special Servicer, as applicable, may waive such requirement without approval by [S&P or Xxxxx’x] in accordance with the Servicing Standard; and provided, further, that, if the Mortgage Loan is not one of the ten largest Mortgage Loans (by Stated Principal Balance, including all other Mortgage Loans that are cross-collateralized and cross-defaulted with such Mortgage Loan) as of the date of the waiver, the Master Servicer or Special Servicer, as applicable, may waive such requirement without approval by Fitch in accordance with the Servicing Standard. With respect to each Co-Lender Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement. Notwithstanding anything contrary in this Section 3.08(a) and solely with respect to the [__________] Loan, although consent of the Master Servicer is required, neither the consent of the Special Servicer nor the applicable Rating Agencies shall apply:be required with respect to an initial syndication of up to a total of $[11,500,000] of the various Mortgagor’s equity interests. The Special Servicer and the Rating Agencies shall be notified upon the completion of any such syndication.

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall promptly notify the Special Servicer of such request, shall evaluate (consistent with the Servicing Standard) the experience and financial condition of the proposed transferee and the status of any conditions to transfer or assumption (as described above) and prepare a report in connection therewith and shall deliver to the Special Servicer such report and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder, within 15 days (or, in the case of a consent to a determination as to whether the conditions precedent to the subject transfer or assumption have been satisfied, within 10 days, or within such longer period as may be necessary to obtain any required consent pursuant to Section 3.27 or 6.11, as and if applicable) of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, in accordance with the Servicing Standard, to withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 3.27 and/or Section 6.11, in each case if and as applicable. If the Special Servicer does not respond within such 15-day period, 10-day period or such longer period as set forth above (and set forth in the notice described in the following proviso), as the case may be, such party's consent shall be deemed granted; provided that if the Special Servicer's consent is not withheld, granted or deemed granted within the aforementioned 15-day period or 10-day period, as applicable, because the Special Servicer is in the process of obtaining a consent required pursuant to Section 3.27 and/or Section 6.11, as applicable, then the Special Servicer shall, prior to the termination of the aforementioned 15-day or 10-day period, provide notice to the Master Servicer of such process and the estimated time period for completion thereof. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer and/or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then, in each such case, the Special Servicer shall notify the Master Servicer in writing of such determination, and the Master Servicer shall notify the related Mortgagor that the requested transfer and/or assumption will not be permitted and shall restrict the requested transfer and/or assumption of the subject Performing Serviced Mortgage Loan in accordance with the Servicing Standard. If the Special Servicer consents or is deemed to consent to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) is proposed to be conveyed and/or release the original Mortgagor from liability under such Performing Serviced Mortgage Loan and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in such Borrower in violation an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. The Master Servicer shall notify the Trustee, the Special Servicer, each Rating Agency, the Controlling Class Representative and, in the case of a Serviced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan DocumentsNoteholder(s), of any assumption or if substitution agreement executed pursuant to this Section 3.08(a) and shall forward thereto a copy of such agreement together with a Review Package. Subject to the provisions terms of the related loan documents, no assumption of a Cross-Collateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-Collateralized Group. Further, subject to the terms of the related loan documents and applicable law, no assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any arising from seeking Rating Agency confirmation, are paid by the related Mortgagor. Notwithstanding anything herein to the contrary, the Master Servicer shall approve and close, without the consent of the Special Servicer, all initial syndications of tenant-in-common interests, provided such syndications are specifically permitted by and in accordance with the related loan documents for any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to that is not a Specially Serviced Mortgage Loan) . Upon completion of any such initial transfer, the Master Servicer shall obtain promptly provide notice by electronic mail thereof to the relevant information Special Servicer and review and make a determination to either the Controlling Class Representative, which notice shall also (i) disapprove advise the Special Servicer and the Controlling Class Representative as to the total number of transfers with respect to such Serviced Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related loan documents, and (ii) advise the Special Servicer and the Controlling Class Representative of when, with respect to any such Serviced Mortgage Loan, such tenant-in-common syndication is complete. Any request for approval a modification to or extension of an assignment and assumption the final initial syndication date respecting any such tenant-in-common transfers or transfer or further encumbrance increase in the permitted number of tenant-in-common interests under the initial syndication shall be (A) processed (i) solely in the case of a Borrower request KeyBank Trust Mortgage Loan and only for approval thereof) so long as KeyCorp Real Estate Capital Markets, Inc. is the primary servicer with respect to such KeyBank Trust Mortgage Loan, by the Master Servicer, and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in all other cases, other than (A)(i) above, by the Special Servicer, and (B) in all cases, submitted to the Special Servicer for approval (which, in the best economic interest case of clause (A)(i) above shall be deemed approved if the request is not denied by the Special Servicer in writing to the Master Servicer within ten (10) Business Days of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective wholeSpecial Servicer's receipt of such request), approve and the request Special Servicer shall promptly notify the Controlling Class Representative of any such modification or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:extension.

Enforcement of Alienation Clauses. (a) If With respect to those Mortgage Loans it is obligated to service hereunder, each of the provisions Master Servicer and the Special Servicer, as applicable, on behalf of any Serviced the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage Loan on transfers or Serviced Loan Combination expressly permits the assignment further encumbrances of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the on transfers of interests in the related BorrowerMortgagor, unless the Master Servicer or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in each case upon accordance with the satisfaction of specified conditionsServicing Standard. Promptly after the Master Servicer or the Special Servicer, prohibits as applicable, has made any such an assignment and assumption determination, the Master Servicer or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferSpecial Servicer, as applicable, shall deliver to the Trustee, the Majority Subordinate Certificateholder, the Rating Agencies and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loansuch determination is made by the Special Servicer) or an Officers' Certificate setting forth the applicable basis for such determination. Neither the Master Servicer nor the Special Servicer shall (with a) grant any such waiver in respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause provision for any Mortgage Loan without receiving (i) the prior written confirmation from the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates (the Master Servicer or the Special Servicer, as applicable, shall use its reasonable efforts to have the cost, if any, of obtaining such confirmation paid by the Mortgagor; if such cost is not paid by the Mortgagor, the Master Servicer shall advance such amount as a Servicing Advance, unless such Advance would be a Nonrecoverable Advance) and (ii) the approval of the Controlling Class Representative, which if not received by the Master Servicer or Special Servicer, as applicable, within ten Business Days of the delivery of the related notices shall be deemed to be given; provided, the Controlling Class Representative may not unreasonably withhold such approval and may not cause the Master Servicer or the Special Servicer to violate any terms or provisions of this Agreement or any other agreement contemplated hereby, or (b) grant a waiver in respect of a due on sale provision for any Mortgage Loan (or a group of Mortgage Loans that are cross-collateralized or cross defaulted with each other or which relate to a single Mortgagor or group of affiliated Mortgagors) that has a then current stated Principal Balance at the time of such determination either (i) in excess of 5% of the aggregate the current Stated Principal Balance of all Mortgage Loans or (ii) if in excess of $20 million, without receiving (x) prior written confirmation from the best economic interest Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the Trust andratings then assigned to the Certificates (the Master Servicer or the Special Servicer, as applicable, shall use its reasonable efforts to have the cost, if any, of obtaining such confirmation paid by the Mortgagor; if such cost is not paid by the Mortgagor, the Master Servicer shall advance such amount as a Servicing Advance, unless such Advance would be a Nonrecoverable Advance) and (y) the approval of the Controlling Class Representative, which if not received by the Master Servicer or Special Servicer, as applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect within ten Business Days of the due-on-sale or due-on-encumbrance clause; provided that all delivery of the following conditions and/or restrictions related notices shall apply:be deemed to be given; provided, the Controlling Class Representative may not unreasonably withhold such approval and may not cause the Master Servicer or the Special Servicer to violate any terms or provisions of this Agreement or any other agreement contemplated hereby.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or As to each Serviced Loan Combination expressly permits that contains a provision in the assignment nature of a (i) "due-on-sale" clause (which includes, without limitation, sales or transfers of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, (in full or in part) or the transfers sale, transfer, pledge or hypothecation of interests direct or indirect interest in the related BorrowerBorrower or its owners), in each case which by its terms (1) provides that such Serviced Loan shall (or may at the mortgagee's option) become due and payable upon the satisfaction of specified conditions, prohibits such an assignment and assumption sale or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a other transfer of an interest in the related Mortgaged Property or of interest(sa controlling interest in the related Mortgagor; (2) provides that such Serviced Loan may not be assumed without the consent of the mortgagee or satisfaction of certain conditions in connection with any such Borrower sale or other transfer, for so long as such Serviced Loan is included in violation the Trust Fund or (3) provides that such Serviced Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions set forth in the related loan documents are satisfied, or (ii) as to each Serviced Loan that contains a provision in the nature of a "due-on-encumbrance" clause (including, without limitation, any mezzanine financing of the related Mortgage Loan Documents, Borrower or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property or any sale or transfer of preferred equity in such Borrower or its direct or indirect owners), that by its terms: (1) provides that such Serviced Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property; (2) requires the consent of the mortgagee or satisfaction of specified conditions, prohibits certain conditions to the creation of any such a additional lien or other encumbrance on the related Mortgaged Property; or (3) provides that such Serviced Loan may be further encumbrance except upon encumbered provided that certain conditions set forth in the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions loan documents have been satisfied, each of the Master Servicer and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation Special Servicer shall, on behalf of the related Mortgage Loan DocumentsTrustee as the mortgagee of record, the applicable Master Servicer as to those Serviced Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Serviced Loan (x) to accelerate the payments thereon, (y) to withhold its consent to any such sale or other transfer, in a Performing Serviced Mortgage Loan andmanner consistent with the Servicing Standard or (z) determine whether the conditions set forth in clause (a)(i)(3) above have been satisfied. Notwithstanding anything to the contrary contained herein, if applicableneither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant "due-on-sale clause sale" or "due-on-encumbrance encumbrance" clause or (iiincluding, but not limited to, making any determination that the conditions set forth in clauses (a)(i)(3) if and (a)(ii)(3) have been satisfied), unless both the Master Servicer and the Special Servicer shall have followed the procedures set forth for those Serviced Loans in the best economic interest of manner set forth in the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(simmediately below clauses (i) through (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:vi):

Enforcement of Alienation Clauses. The Master Servicer (a) If the provisions of any with respect to Mortgage Loans other than Specially Serviced Mortgage Loan Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), on behalf of the Trustee as the mortgagee of record, shall evaluate any right to transfer and, subject to Section 3.24, shall enforce the restrictions contained in any Mortgage on transfers or Serviced Loan Combination expressly permits the assignment further encumbrances of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the on transfers of interests in the related Borrower, unless the Master Servicer or the Special Servicer, as appropriate, has determined, in each case upon its reasonable, good faith judgment, that waiver of such restrictions would be in accordance with the satisfaction of specified conditionsServicing Standard; provided that the Master Servicer shall not waive any right it has, prohibits such an assignment or grant any consent it is otherwise entitled to withhold, under any related "due-on- sale" or "due-on-encumbrance" clause unless and assumption until (i) it has so notified the Special Servicer in writing and provided the Special Servicer with any written or transfer except upon electronic information in the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and Master Servicer's possession regarding the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related affected Mortgage Loan Documentsthat the Special Servicer may reasonably request within five Business Days of receiving such written notice and (ii) the Special Servicer has consented to such action (such consent to be given or withheld in accordance with the Servicing Standard and to be deemed given if the Special Servicer does not object to such action within ten Business Days after receiving such additional information from the Master Servicer (or, if it did not request additional information, within ten Business Days after receiving such written notice)); and provided, further, that neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance" clause (or, if it involves any Mortgage Loan that, individually or together with all other Mortgage Loans, if any, that are in the provisions of any Serviced same Cross-Collateralized Group as such Mortgage Loan or Serviced Loan Combination expressly permits have the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits same Borrower as such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as or have Borrowers that are known to which be affiliated with the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for under such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to , either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation represents one of the relevant ten largest Mortgage Loans/groups of related Mortgage Loans or (ii) has an unpaid principal balance at least equal to the lesser of (A) $15,000,000 and (B) 2% of the then aggregate principal balance of the Mortgage Pool, under any related "due-on-sale clause or sale" clause) until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates; and provided, further, that neither the Master Servicer nor the Special Servicer shall (to the extent that it is within the control thereof to prohibit such event) consent to the transfer of any Mortgaged Property which secures a Cross-Collateralized Group unless all of the Mortgaged Properties securing such Cross-Collateralized Group are transferred simultaneously by the respective Borrower. After having made any determination to waive the Trust's rights under a "due-on-encumbrance clause sale" or (ii) if "due-on encumbrance" clause, the Master Servicer or the Special Servicer, as appropriate, shall deliver to the Trustee, each Rating Agency and the other such party an Officer's Certificate setting forth the basis for such determination. The Master Servicer and the Special Servicer shall each provide the other with all such information as each may reasonably request in order to make such determination. If the best economic Master Servicer or the Special Servicer collects an assumption fee or an assumption application fee in connection with any transfer or proposed transfer of any interest in a Borrower or a Mortgaged Property, then the Master Servicer or the Special Servicer, as applicable, will apply that fee to cover the costs and expenses associated with that transfer or proposed transfer that would otherwise be payable or reimbursable out of the Trust andFund. Any remaining portion of such assumption fee (such remaining portion, if applicablea "Net Assumption Fee") or of such assumption application fee (such remaining portion, a "New Assumption Application Fee") will be applied as additional compensation to the Master Servicer or the Special Servicer in accordance with Section 3.11. Neither the Master Servicer nor the Special Servicer shall waive any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)assumption fee or assumption application fee, approve to the request or waive extent it would constitute additional compensation for the effect other such party, without the consent of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:such other party.

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination that expressly permits permits, with the assignment lender's consent, subject to the conditions described in the loan documents, the transfer of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, Person or the transfers of certain interests in such Mortgagor, the related BorrowerMaster Servicer receives a request from a Mortgagor for consent to such a transfer and/or assumption, then the Master Servicer shall promptly obtain relevant information for purposes of evaluating such request. If the Master Servicer determines, consistent with the Servicing Standard, to approve such transfer and/or assumption, then the Master Servicer shall promptly provide to the Special Servicer a copy of such recommendation (which shall include the reason therefor) and the materials upon which such recommendation is based. The Special Servicer shall have the right hereunder, within 15 days of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, to reasonably withhold or grant consent to any such request for such transfer and/or assumption in accordance with the terms of the subject Serviced Mortgage Loan and this Agreement, including, without limitation, the Servicing Standard; provided, that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.11A, in each case upon if and as applicable. If the satisfaction Special Servicer does not respond within such 15-day period, the Special Servicer's consent shall be deemed granted. If the Special Servicer consents or is deemed to have consented to such proposed transfer and/or assumption, the Master Servicer shall process such request of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or Mortgagor; and, in the holders case of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or to, and assumption of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan by, another Person, the Master Servicer shall be authorized to enter into an assumption or Serviced Loan Combination expressly permits substitution agreement with the further encumbrance of Person, which shall be a Single Purpose Entity, to whom the related Mortgaged Property upon has been or is proposed to be conveyed and/or release the satisfaction of specified conditions, prohibits original Mortgagor from liability under such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Serviced Mortgage Loan and substitute as obligor thereunder the Person to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and whom the related Borrower requests approval for Mortgaged Property has been or is proposed to be conveyed; provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a further encumbrance Mortgaged Property that is senior to, or enters into a further encumbrance in violation on parity with, the lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofthe XX Xxxx Loan Group, the XX Xxxx Non-Trust Mortgage Loan Noteholders, of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Serviced Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits prohibit such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits prohibit such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits prohibit such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits prohibit such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If In the event that the Master Servicer receives a request from a Mortgagor pursuant to the provisions of any Loan (other than a Specially Serviced Mortgage Loan) that expressly permit, with the lender's consent, subject to the conditions described in the Loan or Serviced Loan Combination expressly permits documents, the assignment transfer of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, Person or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of certain interests in such BorrowerMortgagor, the Master Servicer shall promptly obtain relevant information for purposes of evaluating such request. If the Master Servicer recommends to approve such transfer and/or assumption, the Master Servicer shall promptly provide to the Special Servicer a copy of such recommendation (which shall include the reason therefor) requests approval and the materials upon which such recommendation is based. The Special Servicer shall have the right hereunder, within 15 days of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, to reasonably withhold or, subject to Section 3.08(d), Section 6.11 and Section 6.11A, grant consent to any such request for such an assignment transfer and/or assumption in accordance with the terms of the Loan and assumption this Agreement, including, without limitation, the Servicing Standard. If the Special Servicer does not respond within such 15-day period, the Special Servicer's consent shall be deemed granted. In connection with its review with respect to a non-Specially Serviced Loan pursuant to this subsection (a), the Special Servicer will be entitled to a Special Servicer Assumption Review Fee. If the Special Servicer consents or is deemed to have consented to such proposed transfer or enters into and/or assumption, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Loan by, another Person, the Master Servicer shall be authorized to enter into an assumption or substitution agreement with the Person, which shall be a Single Purpose Entity, to whom the related Mortgaged Property has been or is proposed to be conveyed and/or release the original Mortgagor from liability under the related Loan and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of interest(sthe related Mortgage. The Master Servicer shall notify the Trustee, the Special Servicer, each Rating Agency and, in the case of the UBS Warburg Building Loan Pair, the UBS Warburg Building Companion Loan Noteholder, of any assumption or substitution agreement executed pursuant to this Section 3.08(a) in and shall forward thereto a copy of such Borrower in violation agreement together with a Review Package. Subject to the terms of the related Mortgage Loan Documentsdocuments, or if the provisions no assumption of any Serviced a Cross-Collateralized Mortgage Loan or Serviced Loan Combination expressly permits shall be made without the further encumbrance assumption of all other Mortgage Loans making up the related Cross-Collateralized Group. Further, subject to the terms of the related Mortgaged Property upon the satisfaction Loan documents and applicable law, no assumption of specified conditionsa Loan shall be made or transfer of interest in a Mortgagor approved, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbranceunless all costs in connection therewith, in each caseincluding any arising from seeking Rating Agency confirmation, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and are paid by the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:Mortgagor.

Enforcement of Alienation Clauses. (a) If If, with respect to any Performing Mortgage Loan, the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits Master Servicer receives a request from a Mortgagor regarding the assignment transfer of the related Mortgaged Property to, and assumption of such Performing Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall promptly notify the Special Servicer of such request, shall evaluate (consistent with the Servicing Standard) the experience and financial condition of the proposed transferee and the status of any conditions to transfer or assumption (as described above) and prepare a report in connection therewith and shall deliver to the Special Servicer such report and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder, within 15 days (or, in the case of a consent to a determination as to whether the conditions precedent to the subject transfer or assumption have been satisfied, within 10 days, or within such longer period as may be necessary to obtain any required consent pursuant to Section 6.11, as and if applicable) of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, in accordance with the Servicing Standard, to withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d) and/or Section 6.11, in each case if and as applicable. If the Special Servicer does not respond within such 15-day period, 10-day period or such longer period as set forth above, as the case may be, such party's consent shall be deemed granted; provided that if the Special Servicer's consent is not withheld, granted or deemed granted within the aforementioned 15-day period or 10-day period, as applicable, because the Special Servicer is in the process of obtaining a consent required pursuant to Section 6.11, then the Special Servicer shall provide notice to the Master Servicer of such process and the estimated time period for completion thereof. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Mortgage Loan and/or (ii) determines, with respect to any Performing Mortgage Loan that by its terms permits transfer and/or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then, in each such case, the Special Servicer shall notify the Master Servicer in writing of such determination, and the Master Servicer shall notify the related Mortgagor that the requested transfer and/or assumption will not be permitted and shall restrict the requested transfer and/or assumption of the subject Performing Mortgage Loan in accordance with the Servicing Standard. If the Special Servicer consents or is deemed to consent to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Performing Mortgage Loan Documents, or if and substitute as obligor thereunder the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage. The Master Servicer shall notify the Trustee, the Special Servicer, each Rating Agency, the Controlling Class Representative, of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the related loan documents, no assumption of a Cross-Collateralized Mortgage Loan Documentsshall be made without the assumption of all other Mortgage Loans making up the related Cross-Collateralized Group. Further, subject to the terms of the related loan documents and applicable Master Servicer (with respect to law, no assumption of a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption be made or transfer or further encumbrance (of interest in a Mortgagor approved, unless all costs in connection therewith, including any arising from seeking Rating Agency confirmation, are paid by the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan or a Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing Serviced Mortgage Loan or a Performing Serviced Pari Passu Companion Loan) ), as the case may be, shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage As to each Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests that contains a provision in the related Borrower, in each case nature of a (i) "due-on-sale" clause that by its terms (1) provides that such Loan shall (or may at the mortgagee's option) become due and payable upon the satisfaction of specified conditions, prohibits such an assignment and assumption sale or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a other transfer of an interest in the related Mortgaged Property or of interest(sa controlling interest in the related Mortgagor; or (2) in provides that such Borrower in violation Loan may not be assumed without the consent of the related Mortgage mortgagee in connection with any such sale or other transfer, for so long as such Loan Documentsis included in the Trust Fund, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan (ii) as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such each Loan that contains a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (provision in the case nature of a Borrower request for approval thereof) and not waive any violation of the relevant "due-on-encumbrance" clause that by its terms: (1) provides that such Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property; or (2) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property, each of the Master Servicer and the Special Servicer shall, on behalf of the Trustee as the mortgagee of record, as to those Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Loan (x) to accelerate the payments thereon, or (y) to withhold its consent to any such sale clause or other transfer, in a manner consistent with the Servicing Standard. Notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance clause sale" or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the "due-on-sale or due-on-encumbrance encumbrance" clause; provided that all of , unless both the following conditions and/or restrictions Master Servicer and the Special Servicer shall apply:have followed the procedures set forth for those Loans in the manner set forth in the immediately below clauses (i) through (vi):

Enforcement of Alienation Clauses. (a) If In the provisions event of any Serviced intent of, or request on the part of, a Borrower or Guarantor under the Mortgage Loan or Serviced Loan Combination expressly permits any principal of such Borrower or Guarantor in connection with the assignment transfer or further encumbrance of a Site or the transfer of an interest in such Borrower, the Servicer, on behalf of the related Mortgaged Property toTrustee as the mortgagee of record, shall evaluate any right to transfer and, subject to Section 3.24 and assumption the terms of such the Mortgage Loan byDocuments, another Person, shall enforce the restrictions contained in the Mortgages on transfers or further encumbrances of the Sites and on transfers of interests in the related any Borrower, unless the Servicer has determined, in each case upon its reasonable, good faith judgment, that waiver of such restrictions would be in accordance with the satisfaction Servicing Standard; provided, however, that the Servicer shall not waive any such material right it has, or grant any consent it is otherwise entitled to withhold with respect thereto, unless it has received Rating Agency Confirmation. In making the determination that the waiver of specified conditionsa “due-on-sale” or “due-on-encumbrance” clause is in accordance with the Servicing Standard, prohibits such an assignment the Servicer shall, among other things, take into account, subject to the Servicing Standard and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance increase in taxes (based on a fully assessed number calculated off of the related Mortgaged Property upon proposed purchase price) as a result of the satisfaction of specified conditions, prohibits such a further encumbrance except upon transfer. The Servicer shall compute the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Debt Service Coverage Ratio under the Mortgage Loan as of the end of the most recent calendar quarter and using the proposed purchase price and shall provide copies of the results of such calculation to which each Rating Agency showing a comparison of the NCB, FSB Subordinate recalculated Debt Conditions have been satisfied, Service Coverage Ratio versus the Debt Service Coverage Ratio as of the end of the most recent calendar quarter. If the Servicer (i) collects an assumption fee in connection with any transfer or proposed transfer of any interest in a Borrower or any Site and (ii) fails to collect from such Borrower or the related transferee (or waives the collection of) any fees, expenses or costs associated with that transfer or proposed transfer which are required to be paid by such Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation related transferee, under the terms of the related Mortgage Loan Documents, then the applicable Master Servicer shall apply the assumption fee (but only up to the extent of such fee collected) to first cover any such fees, expenses or costs that would otherwise be payable from or reimbursable out of the Trust Fund, and only the portion of such assumption fee remaining after payment of such fees, expenses and costs shall be payable to the Servicer as additional compensation under Section 3.11; and provided, further, that the Servicer shall (to the extent permitted under the Mortgage Loan Documents) demand that the Borrower pay all fees, costs and expenses with respect to a Performing Serviced Mortgage Loan andsuch transfer unless the Servicer determines that such collection of any such fees, if applicable, any related Performing Serviced Pari Passu Companion Loan) or costs and expenses would violate the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:Servicing Standard.

Enforcement of Alienation Clauses. (a) If the provisions of any With respect to all Mortgage Loans other than Specially Serviced Mortgage Loan Loans, the Master Servicer or, in the case of a Specially Serviced Mortgage Loan, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or Serviced Loan Combination expressly permits the assignment further encumbrances of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the on transfers of interests in the related BorrowerMortgagor, in each case upon unless the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loanthe written consent of the Special Servicer) or the applicable Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer) or the Special Servicer, as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other an Officers' Certificate setting forth the basis for such determination. The Master Servicer or the Special Servicer shall not exercise (and the Special Servicer shall not consent to) any such waiver in respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and due-on-encumbrance provision of any Mortgage Loan without receiving the prior written confirmation from the Rating Agencies that such action would not waive any violation result in a downgrading, qualification or withdrawal of the relevant ratings then assigned to the Certificates. The Master Servicer or the Special Servicer shall not exercise (and the Special Servicer shall not consent to) any such waiver in respect of a due-on-sale clause provision of any Mortgage Loan for which the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or due-on-encumbrance clause have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are equal to or (ii) if greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or $20,000,000 without receiving the prior written confirmation from the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of any of the ratings then assigned to the Certificates. In the event that such Mortgage Loan does not meet the criteria set forth in the best economic interest of prior sentence, and the Trust andMortgage Loan documents contain a requirement for Rating Agency approval, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request Master Servicer or the Special Servicer may waive such requirement without Rating Agency approval in accordance with the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:Servicing Standards.

Enforcement of Alienation Clauses. (a) If the provisions Upon receipt of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation waiver in respect of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clauseprovision, the Master Servicer, with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement as provided in this Section 3.08. With respect to all Mortgage Loans other than Specially Serviced Mortgage Loans and the [__________] Serviced Mortgage Loan, the Master Servicer or, in the case of Specially Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless following its receipt of a request of a waiver in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (a) [__] Business Days after the Special Servicer's receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) [__] Business Days after the Controlling Class Representative's receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request, which notice shall be given by the Special Servicer no later than [__] Business Days after the commencement of the [__] Business Day period described in the preceding clause (a)) or the Special Servicer (with the written consent of the Controlling Class Representative, which consent shall be deemed given if not denied within [__] Business Days after the Controlling Class Representative's receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request), as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence), as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer's Certificate setting forth the basis for such determination. Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not consent to) any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan (i) with respect to which the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are one of the ten largest Mortgage Loans or concentrations of Mortgage Loans, as of the date of such waiver request, without receiving prior written confirmation from S&P and Moody's that such action would not result in a downgrading, qualificxxxxx xr withdrawal of the ratings then assigned to the Certificates or (ii) with respect to which (a) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $20,000,000, (b) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are greater than 2% of the aggregate Stated Principal Balance of all Mortgage Loans, (c) such Mortgage Loan is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), or (d) such Mortgage Loan has a Loan-to-Value Ratio (calculated to include the additional indebtedness secured by any encumbrance) that is equal to or greater than 85% and a Debt Service Coverage Ratio (calculated to include the additional debt from any encumbrance) of 1.2x or less, without receiving a prior written confirmation from S&P that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates. With respect to a waiver of a due-on-sale provision, neither the Master Servicer nor the Special Servicer shall waive any such restriction without receiving prior written confirmation from Moody's and S&P that such action would not result in a downgrading, xxxxxxxcation or withdrawal of the ratings then assigned to the Certificates; provided that, if the Mortgage Loan (a) does not have an aggregate Stated Principal Balance (including the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan) equal to or in excess of $35,000,000 (or $25,000,000 with respect to Moody's), (b) does not have an aggregate Stated Principal Balance (ixxxxxxxg the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan) greater than 5% of the following conditions and/or restrictions shall apply:aggregate Stated Principal Balance of all Mortgage Loans or (c) is not one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), the Master Servicer or the Special Servicer, as applicable, may waive such requirement without confirmation by S&P in accordance with the Servicing Standard; and provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clause (ii) of the immediately preceding sentence, the Master Servicer or Special Servicer, as applicable, may waive such requirement without approval by S&P or Moody's in accordance with the Servicing Standard; and provided, furxxxx, xhat, if the Mortgage Loan is not one of the ten largest Mortgage Loans (by Stated Principal Balance, including all other Mortgage Loans that are cross-collateralized and cross-defaulted with such Mortgage Loan) as of the date of the waiver, the Master Servicer or Special Servicer, as applicable, may waive such requirement without approval by Fitch in accordance with the Servicing Standard. With respect to each Co-Lender Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) If the provisions Upon receipt of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation waiver in respect of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clauseprovision, the Master Servicer, with respect to Mortgage Loans (other than the Non-Serviced Mortgage Loans) that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement as provided in this Section 3.08. With respect to all Mortgage Loans other than Specially Serviced Mortgage Loans and the Non-Serviced Mortgage Loans, the Master Servicer or, in the case of Specially Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless following its receipt of a request of a waiver in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer's receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) five (5) Business Days after the Controlling Class Representative's receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request, which notice shall be given by the Special Servicer no later than 10 Business Days after the commencement of the 15 Business Day period described in the preceding clause (a)) or the Special Servicer (with the written consent of the Controlling Class Representative, which consent shall be deemed given if not denied within five Business Days after the Controlling Class Representative's receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request), as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence), as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer's Certificate setting forth the basis for such determination. Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not consent to) any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan (i) with respect to which the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are one of the ten largest Mortgage Loans or concentrations of Mortgage Loans, as of the date of such waiver request, without receiving prior written confirmation from Fitch, S&P and Moody's that such action would not result in a downgrading, qualificaxxxx xx withdrawal of the ratings then assigned to the Certificates or (ii) with respect to which (a) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $20,000,000, (b) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are greater than 2% of the aggregate Stated Principal Balance of all Mortgage Loans, (c) such Mortgage Loan is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), or (d) such Mortgage Loan has a Loan-to-Value Ratio (calculated to include the additional indebtedness secured by any encumbrance) that is equal to or greater than 85% and a Debt Service Coverage Ratio (calculated to include the additional debt from any encumbrance) of 1.2x or less, without receiving a prior written confirmation from S&P that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates. With respect to a waiver of a due-on-sale provision, neither the Master Servicer nor the Special Servicer shall waive any such restriction without receiving prior written confirmation from Fitch, Moody's and S&P that such action would not result in a downgrading, qxxxxxxxation or withdrawal of the ratings then assigned to the Certificates; provided that, if the Mortgage Loan (a) does not have an aggregate Stated Principal Balance (including the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan) equal to or in excess of $35,000,000 (or $25,000,000 with respect to Moody's), (b) does not have an aggregate Stated Principal Balance (inxxxxxxx the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan) greater than 5% of the following conditions and/or restrictions shall apply:aggregate Stated Principal Balance of all Mortgage Loans or (c) is not one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), the Master Servicer or the Special Servicer, as applicable, may waive such requirement without confirmation by S&P in accordance with the Servicing Standard; and provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clause (ii) of the immediately preceding sentence, the Master Servicer or Special Servicer, as applicable, may waive such requirement without approval by S&P, Moody's or Fitch in accordance with the Servicing Standard. With respxxx xx each Co-Lender Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan or a Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing Serviced Mortgage Loan or a Performing Serviced Pari Passu Companion Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. The Servicer (a) If the provisions of any with respect to Mortgage Loans other than Specially Serviced Mortgage Loan Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), on behalf of the Trustee as the mortgagee of record, shall evaluate any right to transfer and shall enforce the restrictions contained in any Mortgage on transfers or Serviced Loan Combination expressly permits the assignment further encumbrances of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the on transfers of interests in the related BorrowerMortgagor, unless the Servicer or the Special Servicer, as appropriate, has determined, in each case upon its reasonable, good faith judgment, that waiver of such restrictions would be in accordance with the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon Servicing Standard; provided that neither the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and Servicer nor the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan DocumentsSpecial Servicer shall waive any right it has, or if the provisions of grant any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditionsconsent it is otherwise entitled to withhold, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, under any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant "due-on-sale encumbrance" clause (or, if it involves any Mortgage Loan that, together with all other Mortgage Loans, if any, that are in the same Cross-Collateralized Group as such Mortgage Loan or have the same Mortgagor as such Mortgage Loan or have Mortgagors that are known to be affiliated with the Mortgagor under such Mortgage Loan, represents 2% or more of the Initial Pool Balance, under any related "due-on-encumbrance clause sale" clause) until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates. After having made any such determination, the Servicer or the Special Servicer, as appropriate, shall deliver to the Trustee and the Servicer an Officer's Certificate setting forth the basis for such determination. The Servicer and the Special Servicer shall each provide the other with all information as each may reasonably request in order to make such determination. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall (iito the extent that it is within the control thereof to prohibit such event) if in consent to the best economic interest transfer of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as Mortgaged Property which secures a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that Cross- Collateralized Group unless all of the following conditions and/or restrictions shall apply:Mortgaged Properties securing such Cross-Collateralized Group are transferred simultaneously by the respective Mortgagor.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable The Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or and the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) ), on behalf of the Trustee as the mortgagee of record, shall obtain enforce any "due-on-sale" or "due-on-encumbrance" clauses and any other restrictions contained in the relevant information related Mortgage Loan Documents on transfers or further encumbrances of the related Mortgaged Property and review and make a determination to either on transfers of interests in the related Borrower, unless the Master Servicer or the Special Servicer, as the case may be, has (i) disapprove determined, in its reasonable judgment, that waiver of such restrictions would be in accordance with the Servicing Standard and (ii) complied with the applicable requirements, if any, of SECTION 3.20(A) and SECTION 3.24; PROVIDED that, subject to the related Mortgage Loan Documents and applicable law, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-encumbrance" clause under any Serviced Mortgage Loan, until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates; and PROVIDED, FURTHER, that, if the affected Serviced Mortgage Loan, individually or together with all other Serviced Mortgage Loans, if any, that are in the same Cross-Collateralized Group as such Mortgage Loan is one of the 10 largest Mortgage Loans then in the trust or has a Cut-off Date Principal Balance in excess of $__________, then, subject to the related Mortgage Loan Documents and applicable law, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" clause under any Serviced Mortgage Loan until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates; and PROVIDED, FURTHER, that, subject to the related Mortgage Loan Documents and applicable law, the Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" or "due-on-encumbrance" clause under any Serviced Mortgage Loan, or approve the assumption of any Serviced Mortgage Loan, until it has delivered to the Special Servicer its recommendation and analysis of the request, together with a copy of the materials and information upon which such recommendation is based, and has received the consent of the Special Servicer (the giving of which consent shall be subject to the Servicing Standard and SECTION 3.24), which consent shall be deemed given if not denied in writing within ten Business Days of receipt by the Special Servicer of the Master Servicer's written recommendation and analysis and any additional information requested by the Special Servicer or the Controlling Class Representative; and PROVIDED, FURTHER, that, subject to the related Mortgage Loan Documents and applicable law, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" or "due-on-encumbrance" clause under any Serviced Mortgage Loan, or approve the assumption of any Serviced Mortgage Loan, unless in any such case, all associated costs and expenses are covered without any expense to the Trust (it being understood and agreed that, except as expressly provided herein, neither the Master Servicer nor the Special Servicer shall be obligated to cover or assume any such costs or expenses); and PROVIDED, FURTHER, that neither the Master Servicer nor the Special Servicer shall (to the extent that it is within the control thereof to prohibit such event) consent to the transfer of any Mortgaged Property which secures a Cross-Collateralized Group unless (i) all of the Mortgaged Properties securing such Cross-Collateralized Group are transferred simultaneously by the respective Borrower or (ii) it obtains the consent of the Controlling Class Representative, which consent shall be deemed given if not denied in writing within ten Business Days of receipt by the Controlling Class Representative of written notice of such action and all reasonably requested information related thereto. In the case of any Serviced Mortgage Loan, the Master Servicer and the Special Servicer shall each provide the other with all such information as each may reasonably request for approval in order to perform its duties under this section. In connection with any permitted assumption of an assignment and assumption any Serviced Mortgage Loan or transfer waiver of a "due-on-sale" or further encumbrance "due-on-encumbrance" clause thereunder, the Master Servicer (in the case of a Performing Serviced Mortgage Loan) or the Special Servicer (in the case of a Specially Serviced Mortgage Loan) shall prepare all documents necessary and appropriate for such purposes and shall coordinate with the related Borrower request for approval thereofthe due execution and delivery of such documents. If the Master Servicer or the Special Servicer collects an assumption fee or an assumption application fee in connection with any transfer or proposed transfer of any interest in a Borrower or a Mortgaged Property, then the Master Servicer or the Special Servicer, as applicable, will apply that fee to cover the costs and expenses associated with that transfer or proposed transfer that are not otherwise paid by the related Borrower and that would otherwise be payable or reimbursable out of the Trust Fund, including any Rating Agency fees and expenses to the extent such fees and expenses are collectible under applicable law and the Master Servicer or the Special Servicer, as appropriate, fails to enforce such requirement in accordance with the related Mortgage Loan Documents. Any remaining portion of such assumption fee (such remaining portion, a "NET ASSUMPTION FEE") and not or of such assumption application fee (such remaining portion, a "NET ASSUMPTION APPLICATION FEE") will be applied as additional compensation to the Master Servicer or the Special Servicer in accordance with SECTION 3.11. Neither the Master Servicer nor the Special Servicer shall waive any violation assumption fee or assumption application fee, to the extent it would constitute additional compensation for the other such party, without the consent of such other party. If and to the extent that, in the case of any Mortgage Loan, approval of the relevant due-on-sale clause lender is required in connection with the related Borrower's incurring unsecured debt in addition to (A) trade receivables, (B) equipment financing and (C) other debt incurred in the ordinary course of business, then the Master Servicer (if the subject Mortgage Loan is a Performing Serviced Mortgage Loan) or due-on-encumbrance clause the Special Servicer (if the subject Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, shall refuse to approve such unsecured debt unless and until it has obtained (i) in the case of the Master Servicer, the consent of the Special Servicer (the giving of which consent shall be subject to the Servicing Standard and SECTION 3.24), which consent shall be deemed given if not denied in writing within 10 Business Days of receipt by the Special Servicer of the Master Servicer's written recommendation and analysis and any additional information requested by the Special Servicer, and (ii) in each such case, if the subject Mortgage Loan has an unpaid principal balance in excess of $__________, written confirmation from each Rating Agency to the effect that the related Borrower's incurring such unsecured debt will not result in an Adverse Rating Event with respect to any Class of Rated Certificates; PROVIDED that neither the Master Servicer nor the Special Servicer shall be obligated to obtain any such ratings confirmation if, pursuant to the related Mortgage Loan Documents and/or applicable law, it would not be able either (i) to withhold its consent based upon the failure of either Rating Agency to provide such ratings confirmation or (ii) if in to obtain payment from the best economic interest related Borrower of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect cost of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:obtaining such ratings confirmation.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, however, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If As to each Loan (other than the provisions Fashion Show Mall Mortgage Loan) that contains a provision in the nature of any Serviced Mortgage Loan a (i) "due-on-sale" clause (which includes, without limitation, sales or Serviced Loan Combination expressly permits the assignment transfers of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, (in full or in part) or the transfers sale, transfer, pledge or hypothecation of interests direct or indirect interest in the related BorrowerBorrower or its owners), in each case which by its terms (1) provides that such Loan shall (or may at the mortgagee's option) become due and payable upon the satisfaction of specified conditions, prohibits such an assignment and assumption sale or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a other transfer of an interest in the related Mortgaged Property or of interest(sa controlling interest in the related Mortgagor; (2) provides that such Loan may not be assumed without the consent of the mortgagee or satisfaction of certain conditions in connection with any such Borrower sale or other transfer, for so long as such Loan is included in violation the Trust Fund or (3) provides that such Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions set forth in the related Loan documents are satisfied, or (ii) as to each Loan (other than the Fashion Show Mall Mortgage Loan) that contains a provision in the nature of a "due-on-encumbrance" clause (including, without limitation, any mezzanine financing of the related Mortgage Loan Documents, Borrower or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property or any sale or transfer of preferred equity in such Borrower or its direct or indirect owners), that by its terms: (1) provides that such Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property; (2) requires the consent of the mortgagee or satisfaction of specified conditions, prohibits certain conditions to the creation of any such a additional lien or other encumbrance on the related Mortgaged Property; or (3) provides that such Loan may be further encumbrance except upon encumbered provided that certain conditions set forth in the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions documents have been satisfied, each of the Master Servicer and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation Special Servicer shall, on behalf of the related Mortgage Loan DocumentsTrustee as the mortgagee of record, the applicable Master Servicer as to those Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Loan (x) to accelerate the payments thereon, (y) to withhold its consent to any such sale or other transfer, in a Performing Serviced Mortgage Loan andmanner consistent with the Servicing Standard or (z) determine whether the conditions set forth in clauses (a)(i)(3) above have been satisfied. Notwithstanding anything to the contrary contained herein, if applicableneither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant "due-on-sale clause sale" or "due-on-encumbrance encumbrance" clause or (iiincluding, but not limited to, making any determination that the conditions set forth in clauses (a)(i)(3) if and (a)(ii)(3) have been satisfied), unless both the Master Servicer and the Special Servicer shall have followed the procedures set forth for those Loans in the best economic interest of manner set forth in the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(simmediately below clauses (i) through (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:vi):

Enforcement of Alienation Clauses. (a) If As to each Loan that contains a provision in the provisions nature of any Serviced Mortgage Loan a (i) "due-on-sale" clause (which includes, without limitation, sales or Serviced Loan Combination expressly permits the assignment transfers of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, (in full or in part) or the transfers sale, transfer, pledge or hypothecation of interests direct or indirect interest in the related BorrowerBorrower or its owners), in each case which by its terms (1) provides that such Loan shall (or may at the mortgagee's option) become due and payable upon the satisfaction of specified conditions, prohibits such an assignment and assumption sale or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a other transfer of an interest in the related Mortgaged Property or of interest(sa controlling interest in the related Mortgagor; (2) provides that such Loan may not be assumed without the consent of the mortgagee or satisfaction of certain conditions in connection with any such Borrower sale or other transfer, for so long as such Loan is included in violation the Trust Fund or (3) provides that such Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions set forth in the related loan documents are satisfied, or (ii) as to each Loan that contains a provision in the nature of a "due-on-encumbrance" clause (including, without limitation, any mezzanine financing of the related Mortgage Loan Documents, Borrower or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property or any sale or transfer of preferred equity in such Borrower or its direct or indirect owners), that by its terms: (1) provides that such Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property; (2) requires the consent of the mortgagee or satisfaction of specified conditions, prohibits certain conditions to the creation of any such a additional lien or other encumbrance on the related Mortgaged Property; or (3) provides that such Loan may be further encumbrance except upon encumbered provided that certain conditions set forth in the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions loan documents have been satisfied, each of the Master Servicer and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation Special Servicer shall, on behalf of the related Mortgage Loan DocumentsTrustee as the mortgagee of record, the applicable Master Servicer as to those Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Loan (x) to accelerate the payments thereon, (y) to withhold its consent to any such sale or other transfer, in a Performing Serviced Mortgage Loan andmanner consistent with the Servicing Standard or (z) determine whether the conditions set forth in clause (a)(i)(3) of this paragraph have been satisfied. Notwithstanding anything to the contrary contained herein, if applicableneither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant "due-on-sale clause sale" or "due-on-encumbrance encumbrance" clause or (iiincluding, but not limited to, making any determination that the conditions set forth in clauses (a)(i)(3) if and (a)(ii)(3) of this Section 3.08 have been satisfied), unless both the Master Servicer and the Special Servicer shall have followed the procedures set forth for those Loans in the best economic interest of manner set forth in the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(simmediately below clauses (i) through (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:vi):

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such Subject to section 3.08(a)(iii) below, upon receipt of any request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation waiver in respect of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provision, the Master Servicer, with respect to Mortgage Loans, (other than the Tenants in Common Loans) that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement as provided that in this Section 3.08. With respect to all Mortgage Loans other than Specially Serviced Mortgage Loans and the Tenants in Common Loans, the Master Servicer or, in the case of Specially Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless following conditions and/or its receipt of a request of a waiver in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer’s receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) 5 Business Days after the Controlling Class Representative’s receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request, which notice shall be given by the Special Servicer no later than 10 Business Days after the commencement of the 15 Business Day period described in the preceding clause (a)) or the Special Servicer (with the written consent of the Controlling Class Representative, which consent shall be deemed given if not denied within 5 Business Days after the Controlling Class Representative’s receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request), as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence), as applicable, has made any such determination, the Master Servicer or the Special Servicer shall apply:deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s Certificate setting forth the basis for such determination.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced As to each Mortgage Loan or Serviced Loan Combination expressly permits that contains a provision in the assignment nature of the related Mortgaged Property toa (i) "due-on-sale" clause, and assumption of that by its terms (1) provides that such Mortgage Loan by, another Person, shall (or may at the transfers of interests in the related Borrower, in each case mortgagee's option) become due and payable upon the satisfaction of specified conditions, prohibits such an assignment and assumption sale or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a other transfer of an interest in the related Mortgaged Property or of interest(sa controlling interest in the related Mortgagor; or (2) in provides that such Borrower in violation Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, for so long as such Mortgage Loan Documentsis included in the Trust Fund, or if the provisions of any Serviced (ii) as to each Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such that contains a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (provision in the case nature of a Borrower request for approval thereof) and not waive any violation of the relevant "due-on-encumbrance" clause, that by its terms: (1) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property; or (2) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property, each of the Master Servicer and the Special Servicer shall, on behalf of the Trustee as the mortgagee of record, as to those Mortgage Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold its consent to any such sale clause or other transfer, in a manner consistent with the Servicing Standard. Notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance clause sale" or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the "due-on-sale or due-on-encumbrance encumbrance" clause; provided that all of , unless both the following conditions and/or restrictions Master Servicer and the Special Servicer shall apply:have followed the procedures set forth for those Mortgage Loans in the manner set forth in the immediately below clauses (i) through (vi):

Enforcement of Alienation Clauses. The Master Servicer (awith respect to Performing Mortgage Loans) If and the provisions of any Special Servicer (with respect to Specially Serviced Mortgage Loans), on behalf of the Trustee as the mortgagee of record, shall enforce any restrictions, contained in the related Mortgage or other related Mortgage Loan Document on transfers or Serviced Loan Combination expressly permits the assignment further encumbrances of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, on transfers or the transfers encumbrances of interests in the related Borrower, unless the Master Servicer or the Special Servicer, as the case may be, has determined, in each case upon its reasonable judgment, that waiver of such restrictions would be in accordance with the satisfaction of specified conditionsServicing Standard; provided that, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of subject to the related Mortgage Loan DocumentsDocuments and applicable law, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" clause or "due-on-encumbrance" clause until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates, if (but only if) with respect to a "due-on-sale" clause, such "due-on-sale" clause involves any Mortgage Loan that, individually or together with all other Mortgage Loans, if any, that are in the provisions same Cross-Collateralized Group as such Mortgage Loan, with respect to Fitch or Moody's, has an original principal balance that is one of any Serviced the ten higxxxx xxiginal principal balances in the Mortgage Pool or, with respect to the enforcement of a "due-on-encumbrance" clause, such Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance group of Cross-Collateralized Mortgage Loans, with respect to Fitch, either (A) has an original principal balance that is one of the related Mortgaged Property upon ten highest original principal balances in the satisfaction Mortgage Pool or (B) by itself, or as part of specified conditions, prohibits such a further encumbrance except upon the satisfaction Crossed Mortgage Loan group or group of specified conditions Mortgage Loans with affiliated Borrowers has (a) a Loan-to-Value Ratio equal to or fully prohibits such greater than 85% or (b) a further encumbrance, Debt Service Coverage Ratio equal to or less than 1.2x (in each case, other than an encumbrance treating the existing debt on the subject Mortgaged Property and the proposed additional debt as if such total debt were a single Mortgage Loan) or, with respect to a CoMoody's, has an original principal balance that is one of the ten higxxxx xxiginal principal balances in the Mortgage Pool, and provided, further, that the Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold under any "due-op on-sale" or "due-on-encumbrance" clause under any Mortgage Loan as until it has received the consent of the Special Servicer (the giving of which consent shall be subject to which the NCBSection 3.24; and provided, FSB Subordinate Debt Conditions have been satisfiedfurther, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of that, subject to the related Mortgage Loan DocumentsDocuments and applicable law, neither such Master Servicer nor such Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" or "due-on-encumbrance" clause under any Mortgage Loan, or approve the assumption of any Mortgage Loan, unless in any such case, all associated costs and expenses are covered without any expense to the Trust (it being understood and agreed that, except as expressly provided herein, neither such Special Servicer nor such Master Servicer shall be obligated to cover or assume any such costs or expenses); and provided, further, that neither the Master Servicer nor the Special Servicer shall (to the extent that it is within the control thereof to prohibit such event) consent to the transfer of any Mortgaged Property which secures a Cross-Collateralized Group unless (i) all of the Mortgaged Properties securing such Cross-Collateralized Group are transferred simultaneously by the respective Borrower or (ii) it obtains the consent of the Controlling Class Representative, subject to the limitations of Section 3.24(b). The Master Servicer and the Special Servicer shall each provide the other and the Controlling Class Representative with all such information as each may reasonably request in order to make any determination required under this paragraph. In connection with any permitted assumption of any Mortgage Loan or waiver of a "due-on-sale" or "due-on-encumbrance" clause thereunder, the applicable Master Servicer (with respect to in the case of a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to in the case of a Specially Serviced Mortgage Loan) shall obtain prepare all documents necessary and appropriate for such purposes and shall coordinate with the relevant information related Borrower for the due execution and review delivery of such documents. Notwithstanding the foregoing, it is hereby acknowledged that the Column Primary Servicer will perform the Master Servicer's duties under this Section 3.08 with respect to the Column Serviced Loans pursuant to and make a determination in accordance with the related Designated Sub-Servicing Agreement, and that the Master Servicer shall have no obligation to either approve or oversee the performance of any such duties by the Column Primary Servicer. The Master Servicer shall have no liability for any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or other costs and expenses arising from (i) disapprove a breach of such request for approval of an assignment and assumption or transfer or further encumbrance (in duties by the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause Column Primary Servicer or (ii) if negligence, bad faith or willful misconduct in the best economic performance of such duties by the Column Primary Servicer. If the Master Servicer or the Special Servicer collects an assumption fee or an assumption application fee in connection with any transfer or proposed transfer of any interest in a Borrower or a Mortgaged Property, then such Master Servicer or such Special Servicer, as applicable, will apply that fee to cover the costs and expenses associated with that transfer or proposed transfer that are not otherwise paid by the related Borrower and that would otherwise be payable or reimbursable out of the Trust andFund, if applicableincluding any Rating Agency fees and expenses, to the extent such fees and expenses are expressly required to be paid by the related Borrower under the related Mortgage Loan Document or applicable law. Any remaining portion of such assumption fee (such remaining portion, a "Net Assumption Fee") or of such assumption application fee (such remaining portion, a "Net Assumption Application Fee") will be applied as additional compensation to the Master Servicer or the Special Servicer in accordance with Section 3.11. Neither the Master Servicer nor the Special Servicer shall waive any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)assumption fee or assumption application fee, approve to the request or waive extent it would constitute additional compensation for the effect other such party, without the consent of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:such other party.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or As to each Serviced Loan Combination expressly permits that contains a provision in the assignment nature of a (i) "due-on-sale" clause (which includes, without limitation, sales or transfers of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, (in full or in part) or the transfers sale, transfer, pledge or hypothecation of interests direct or indirect interest in the related BorrowerBorrower or its owners), in each case which by its terms (1) provides that such Serviced Loan shall (or may at the mortgagee's option) become due and payable upon the satisfaction of specified conditions, prohibits such an assignment and assumption sale or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a other transfer of an interest in the related Mortgaged Property or of interest(sa controlling interest in the related Mortgagor; (2) provides that such Serviced Loan may not be assumed without the consent of the mortgagee or satisfaction of certain conditions in connection with any such Borrower sale or other transfer, for so long as such Serviced Loan is included in violation the Trust Fund or (3) provides that such Serviced Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions set forth in the related loan documents are satisfied, or (ii) as to each Serviced Loan that contains a provision in the nature of a "due-on-encumbrance" clause (including, without limitation, any mezzanine financing of the related Mortgage Loan Documents, Borrower or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property or any sale or transfer of preferred equity in such Borrower or its direct or indirect owners), that by its terms: (1) provides that such Serviced Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property; (2) requires the consent of the mortgagee or satisfaction of specified conditions, prohibits certain conditions to the creation of any such a additional lien or other encumbrance on the related Mortgaged Property; or (3) provides that such Serviced Loan may be further encumbrance except upon encumbered provided that certain conditions set forth in the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions loan documents have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation Special Servicer shall, on behalf of the related Mortgage Loan DocumentsTrustee as the mortgagee of record, the applicable Master Servicer as to all Serviced Loans, exercise (or waive its right to exercise) any right it may have with respect to such Serviced Loan (x) to accelerate the payments thereon, (y) to withhold its consent to any such sale or other transfer, in a Performing Serviced Mortgage Loan andmanner consistent with the Servicing Standard or (z) determine whether the conditions set forth in clause (a)(i)(3) of this paragraph have been satisfied. Notwithstanding anything to the contrary contained herein, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale clause sale" or "due-on-encumbrance encumbrance" clause or (iiincluding, but not limited to, making any determination that the conditions set forth in Section 3.08(a)(i)(3) if and Section 3.08 (a)(ii)(3) have been satisfied), unless the Special Servicer shall have followed the procedures set forth for those Loans in the best economic interest of manner set forth in the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(simmediately below clauses (i) through (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:iv):

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall immediately notify the Special Servicer of such request, shall evaluate (consistent with the Servicing Standard) the experience and financial condition of the proposed transferee and the status of any conditions to transfer or assumption (as described above) and prepare a report in connection therewith and shall deliver to the Special Servicer such report and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder, within 15 days (or, in the case of a consent to a determination as to whether the conditions precedent to the subject transfer or assumption have been satisfied, within 10 days) of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, in accordance with the Servicing Standard, to withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if and as applicable. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer and/or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then, in each such case, the Special Servicer shall notify the Master Servicer in writing of such determination, and the Master Servicer shall notify the related Mortgagor that the requested transfer and/or assumption will not be permitted and shall restrict the requested transfer and/or assumption of the subject Performing Serviced Mortgage Loan in accordance with the Servicing Standard. If the Special Servicer consents to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofServiced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder(s) and, in the case of a Split Trust Mortgage Loan, the Class FTH Representative or the Class NBT Representative, as applicable, of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If In the event that the Master Servicer receives a request from a Mortgagor pursuant to the provisions of any Serviced Mortgage Loan or Performing Serviced Loan Combination that expressly permits permit, with the assignment lender's consent, subject to the conditions described in the loan documents, the transfer of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, Person or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of certain interests in such BorrowerMortgagor, the Master Servicer shall promptly obtain relevant information for purposes of evaluating such request. If the Master Servicer recommends to approve such transfer and/or assumption, the Master Servicer shall promptly provide to the Special Servicer a copy of such recommendation (which shall include the reason therefor) requests approval and the materials upon which such recommendation is based. The Special Servicer shall have the right hereunder, within 15 days of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, to reasonably withhold or, subject to Section 3.08(d), Section 6.11 and Section 6.11A, grant consent to any such request for such an assignment transfer and/or assumption in accordance with the terms of the Loan and assumption this Agreement, including, without limitation, the Servicing Standard. If the Special Servicer does not respond within such 15-day period, the Special Servicer's consent shall be deemed granted. If the Special Servicer consents or is deemed to have consented to such proposed transfer or enters into and/or assumption, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Loan by, another Person, the Master Servicer shall be authorized to enter into an assumption or of interest(s) in such Borrower in violation of substitution agreement with the related Mortgage Loan DocumentsPerson, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of which shall be a Single Purpose Entity, to whom the related Mortgaged Property upon has been or is proposed to be conveyed and/or release the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and original Mortgagor from liability under the related Borrower requests approval for Loan and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a further encumbrance Mortgaged Property that is senior to, or enters into a further encumbrance in violation on parity with, the lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofthe _______________ Loan Pair, the _______________ Companion Loan Noteholder, of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If the provisions Upon receipt of any request for a waiver in respect of a due-on-sale (including, without limitation, a sale of a Mortgaged Property (in full or in part) or a sale, transfer, pledge or hypothecation of direct or indirect interests in a Mortgagor or its owners) or due-on-encumbrance (including, without limitation, any mezzanine financing of a Mortgagor or a Mortgaged Property or a sale or transfer of preferred equity in a Mortgagor or its owners) provision with respect to a Serviced Mortgage Loan or a request by a Mortgagor for a determination with respect to a Serviced Mortgage Loan Combination expressly which by its terms permits transfer, assumption or further encumbrance without lender consent upon the assignment satisfaction of certain conditions, that such conditions have been satisfied, the applicable Master Servicer shall promptly forward such request to the Special Servicer, who shall analyze such request, shall prepare all written materials in connection with such analysis, and shall, if it approves such request in accordance with the Servicing Standard, close the related transaction, subject to Section 3.26, Section 3.27 and Section 3.28, in each case if and as applicable, and any applicable intercreditor, co- lender or similar agreement. With respect to all Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record (or, in the case of a Serviced Non-Trust Mortgage Loan, on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder), shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the on transfers of interests in the related BorrowerMortgagor, unless the Special Servicer, subject to Section 3.26, Section 3.27 and Section 3.28, in each case upon if and as applicable, has determined, consistent with the satisfaction Servicing Standard, that waiver of specified conditionssuch restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer, prohibits such an assignment subject to Section 3.26, Section 3.27 and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbranceSection 3.28, in each casecase if and as applicable, has made any such determination, such servicer shall deliver to the applicable Master Servicer, the Trustee, the Rating Agencies and each other than party hereto an encumbrance with Officer's Certificate setting forth the basis for such determination. With respect to a Co-op Mortgage Loan as each such transaction approved and closed by the Special Servicer, the Special Servicer shall deliver copies of any amended or new documentation to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer as soon as reasonably practicable after the related closing. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of: (x) any Serviced Trust Mortgage Loan (i) with respect to a Performing Serviced which the aggregate of the Stated Principal Balance of such Trust Mortgage Loan andand the Stated Principal Balance of all other Trust Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Trust Mortgage Loan, is equal to or in excess of $20,000,000, (ii) with respect to which the aggregate of the Stated Principal Balance of such Trust Mortgage Loan and the Stated Principal Balance of all other Trust Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Trust Mortgage Loan, are greater than 5% (or, with respect to S&P, 2%) of the aggregate Stated Principal Balance of all Trust Mortgage Loans or (iii) is one of the ten (10) largest Trust Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to the Certificates (and if the subject Trust Mortgage Loan is part of a Loan Combination that includes a Specially Designated Non-Trust Mortgage Loan, without receiving prior written confirmation from each applicable Other Rating Agency that such action would not result in an Adverse Rating Event with respect to any related Specially Designated Non-Trust Mortgage Loan Securities); or (y) any Serviced Trust Mortgage Loan with respect to which the related Loan-to-Value Ratio (calculated to include the existing indebtedness secured by any encumbrance and the proposed additional debt) would be equal to or greater than 85% or the Debt Service Coverage Ratio (calculated to include the existing indebtedness secured by any encumbrance and the proposed additional debt) would be 1.2x or less, without receiving a prior written confirmation from S&P that such action would not result in an Adverse Rating Event with respect to the Certificates (and if the subject Trust Mortgage Loan is part of a Loan Combination that includes a Specially Designated Non-Trust Mortgage Loan, and if S&P has rated any of the related Specially Designated Non-Trust Mortgage Loan Securities, without receiving written confirmation from S&P that such action would not result in an Adverse Rating Event with respect to such Specially Designated Non-Trust Mortgage Loan Securities). In addition, the Special Servicer shall not waive any due-on-sale provision of any Serviced Trust Mortgage Loan with respect to which (i) the aggregate of the Stated Principal Balance of such Trust Mortgage Loan and the Stated Principal Balance of all other Trust Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Trust Mortgage Loan, is equal to or in excess of $35,000,000 (or, in the case of Xxxxx'x, $20,000,000), (ii) the aggregate of the Stated Principal Balance of such Trust Mortgage Loan and the Stated Principal Balance of all other Trust Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Trust Mortgage Loan, are greater than 5% of the aggregate Stated Principal Balance of all Trust Mortgage Loans or (iii) such Trust Mortgage Loan is one of the ten (10) largest Trust Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to the Certificates (and if the subject Trust Mortgage Loan is part of a Loan Combination that includes a Specially Designated Non-Trust Mortgage Loan, without receiving prior written confirmation from each applicable Other Rating Agency that such action would not result in an Adverse Rating Event with respect to any related Specially Designated Non-Trust Mortgage Loan Securities). If a Trust Mortgage Loan does not meet the criteria set forth in clause (i), (ii) or (iii) of the preceding sentence or clause (x) or (y) of the second preceding sentence, if and as applicable, then the Special Servicer may waive the subject requirement without approval by any Rating Agency (or, if applicable, any Other Rating Agency) in accordance with the Servicing Standard. Any fees charged by the respective Rating Agencies in connection with obtaining any written rating confirmation contemplated above in this paragraph shall be charged to the Mortgagor unless prohibited by the related Performing Serviced Pari Passu Companion Loan) or loan documents, in which case such fees shall be Additional Trust Fund Expenses paid out of the applicable Special Servicer Collection Account (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (or, in the case of a Borrower request for approval thereofServiced Loan Combination, shall be paid out of the related SLC Custodial Account), to the extent that the related Mortgage Loan Seller has not paid such fees, pursuant to the applicable Mortgage Loan Purchase Agreement, provided that, if and to the extent that any such Rating Agency fees paid would result in the failure to pay with respect to any one or more Classes of Regular Certificates any amount of principal or interest at the related Pass-Through Rate payable thereon (in each case by the time any such amounts are due and payable thereon), then such amounts shall be deemed to have been distributed to the related Holder(s) from REMIC II, as of the time paid, and then paid by such Holder(s) and not waive by any violation REMIC Pool. If the Special Servicer, in accordance with the Servicing Standard, determines with respect to any Serviced Mortgage Loan that by its terms permits transfer, assumption or further encumbrance of a Serviced Mortgage Loan or the related Mortgaged Property, as applicable, without lender consent upon the satisfaction of certain conditions, that such conditions have not been satisfied, then the Special Servicer may not permit such transfer, assumption or further encumbrance. As used in this paragraph, the terms "sale", "transfer" and "encumbrance" include the matters contemplated by the parentheticals in the first sentence of this paragraph. None of the relevant dueMaster Servicers, the Special Servicer or a Sub-on-sale clause or due-on-encumbrance clause or (ii) if in Servicer on behalf of any of them has the best economic interest authority to perform any of the actions set forth above in this paragraph with respect to the Outside Serviced Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as Mortgage Loans. Each request for rating confirmation contemplated by the foregoing paragraph shall be accompanied by a collective whole), approve the request or recommendation of whether to waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or subject restrictions shall apply:and an analysis supporting such recommendation.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Junior Interest Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, however, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or As to each Serviced Loan Combination expressly permits that contains a provision in the assignment nature of a (i) "due-on-sale" clause (which includes, without limitation, sales or transfers of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, (in full or in part) or the transfers sale, transfer, pledge or hypothecation of interests direct or indirect interest in the related BorrowerBorrower or its owners), in each case which by its terms (1) provides that such Serviced Loan shall (or may at the mortgagee's option) become due and payable upon the satisfaction of specified conditions, prohibits such an assignment and assumption sale or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a other transfer of an interest in the related Mortgaged Property or of interest(sa controlling interest in the related Mortgagor; (2) provides that such Serviced Loan may not be assumed without the consent of the mortgagee or satisfaction of certain conditions in connection with any such Borrower sale or other transfer, for so long as such Serviced Loan is included in violation the Trust Fund or (3) provides that such Serviced Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions set forth in the related loan documents are satisfied, or (ii) as to each Serviced Loan that contains a provision in the nature of a "due-on-encumbrance" clause (including, without limitation, any mezzanine financing of the related Mortgage Loan Documents, Borrower or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property or any sale or transfer of preferred equity in such Borrower or its direct or indirect owners), that by its terms: (1) provides that such Serviced Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property; (2) requires the consent of the mortgagee or satisfaction of specified conditions, prohibits certain conditions to the creation of any such a additional lien or other encumbrance on the related Mortgaged Property; or (3) provides that such Serviced Loan may be further encumbrance except upon encumbered provided that certain conditions set forth in the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions loan documents have been satisfied, each of the Master Servicer and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation Special Servicer shall, on behalf of the related Mortgage Loan DocumentsTrustee as the mortgagee of record, the applicable Master Servicer as to those Serviced Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Serviced Loan (x) to accelerate the payments thereon, (y) to withhold its consent to any such sale or other transfer, in a Performing Serviced Mortgage Loan andmanner consistent with the Servicing Standard or (z) determine whether the conditions set forth in clauses (a)(i)(3) above have been satisfied. Notwithstanding anything to the contrary contained herein, if applicableneither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant "due-on-sale clause sale" or "due-on-encumbrance encumbrance" clause or (iiincluding, but not limited to, making any determination that the conditions set forth in clauses (a)(i)(3) if and (a)(ii)(3) have been satisfied), unless both the Master Servicer and the Special Servicer shall have followed the procedures set forth for those Serviced Loans in the best economic interest of manner set forth in the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(simmediately below clauses (i) through (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:vi):

Enforcement of Alienation Clauses. (a) If the provisions of any With respect to all Specially Serviced Mortgage Loan Loans, the Special Servicer, and with respect to all other Mortgage Loans, the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or Serviced Loan Combination expressly permits the assignment further encumbrances of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the on transfers of interests in the related BorrowerMortgagor, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either unless (i) disapprove the Special Servicer or Master Servicer, as applicable, has determined, consistent with the Servicing Standard, that waiver of such request for approval of an assignment restrictions would be in accordance with the Servicing Standard and assumption (ii) such waiver is consistent with Section 6.11. Promptly after the Special Servicer or transfer Master Servicer, as applicable, has made any such determination, the Special Servicer or further encumbrance Master Servicer, as applicable, shall deliver to the Majority Subordinate Certificateholder, the Trustee, the Rating Agencies and the Master Servicer (in the case of the Special Servicer) an Officers' Certificate setting forth the basis for such determination. Neither the Master Servicer nor the Special Servicer shall (a) grant any such waiver in respect of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause provision for any Mortgage Loan without receiving the prior written confirmation from the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates (the Master Servicer or the Special Servicer, as applicable, shall use its reasonable efforts to have the cost, if any, of obtaining such confirmation paid by the Mortgagor; if such cost is not paid by the Mortgagor, the Master Servicer shall advance such amount as a Servicing Advance, unless such Advance would be a Nonrecoverable Advance) or (b) grant a waiver in respect of a due on sale provision for any Mortgage Loan (or a group of Mortgage Loans that are cross-collateralized or cross defaulted with each other or which relate to a single Mortgagor or group of affiliated Mortgagors) that has a then current stated Principal Balance at the time of such determination either (i) in excess of 5% of the aggregate the current Stated Principal Balance of all Mortgage Loans or (ii) if in excess of $20 million, without receiving the best economic interest prior written confirmation from the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the Trust andratings then assigned to the Certificates (the Master Servicer or the Special Servicer, as applicable, shall use its reasonable efforts to have the cost, if applicableany, any affected Serviced Pari Passu Companion Loan Holder(s) (of obtaining such confirmation paid by the Mortgagor; if such cost is not paid by the Mortgagor, the Master Servicer shall advance such amount as a collective wholeServicing Advance, unless such Advance would be a Nonrecoverable Advance), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that with respect to DCR, such prior written confirmation shall be required in all instances of transfers and encumbrances only to the extent the Principal Balance at the time of determination equals or exceeds 2% of the following conditions and/or restrictions aggregate Stated Principal Balance of all Mortgage Loans. In all cases, DCR shall apply:be provided with the Special Servicer's analysis, recommendation and relevant documents..

Enforcement of Alienation Clauses. (a) If In the event that the Master Servicer receives a request from a Mortgagor pursuant to the provisions of any Serviced Mortgage Loan or Companion Loan (other than a Specially Serviced Loan) that expressly permit, with the lender's consent, subject to the conditions described in the Mortgage Loan Combination expressly permits documents, the assignment transfer of the related Mortgaged Property to, and assumption of such Mortgage Loan or Companion Loan, as the case may be, by, another Person, Person or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of certain interests in such BorrowerMortgagor, the Master Servicer shall promptly obtain relevant information for purposes of evaluating such request. If the Master Servicer recommends to approve such transfer and/or assumption, the Master Servicer shall promptly provide to the Special Servicer a copy of such recommendation (which shall include the reason therefor) requests approval and the materials upon which such recommendation is based. The Special Servicer shall have the right hereunder, within 15 days of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, to reasonably withhold or, subject to SECTION 3.08(d), SECTION 6.11 and SECTION 6.11A, grant consent to any such request for such an assignment transfer and/or assumption in accordance with the terms of the Mortgage Loan and assumption this Agreement, including, without limitation, the Servicing Standard. If the Special Servicer does not respond within such 15-day period, the Special Servicer's consent shall be deemed granted. If the Special Servicer consents or is deemed to have consented to such proposed transfer or enters into and/or assumption, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Mortgage Loan or Companion Loan, as the case may be, by, another Person, the Master Servicer shall be authorized to enter into an assumption or substitution agreement with the Person, which shall be a Single Purpose Entity, to whom the related Mortgaged Property has been or is proposed to be conveyed and/or release the original Mortgagor from liability under the related Mortgage Loan and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; PROVIDED, HOWEVER, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of interest(sthe related Mortgage. The Master Servicer shall notify the Trustee, the Special Servicer, each Rating Agency (but in the case of Fitch, only if the subject Mortgage Loan is then one of the ten largest (measured by unpaid principal balance) Mortgage Loans in the Mortgage Pool or is then a part of one of the ten largest groups (measured by aggregate unpaid principal balance) of Mortgage Loans with related Mortgagors) and, in the case of a Loan Pair, the related Companion Loan Noteholder, of any assumption or substitution agreement executed pursuant to this SECTION 3.08(a) and shall forward thereto a copy of such Borrower agreement together with a Review Package. The Master Servicer shall be entitled (as additional servicing compensation) to 50% of each assumption fee and 100% of each assumption application fee and each other applicable fee, for approving a transfer of a Mortgaged Property or an interest in violation a Mortgagor collected from a Mortgagor in connection with an assumption or substitution agreement executed pursuant to this SECTION 3.08(a) or a transfer of interest in a Mortgagor approved pursuant to this SECTION 3.08(a), and the Special Servicer shall be entitled (as additional special servicing compensation) to the remaining portion, if any, of each such assumption fee. Subject to the terms of the related Mortgage Loan Documentsdocuments, or if the provisions no assumption of any Serviced a Cross-Collateralized Mortgage Loan or Serviced Loan Combination expressly permits shall be made without the further encumbrance assumption of all other Mortgage Loans making up the related Mortgaged Property upon Cross-Collateralized Group. Further, subject to the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation terms of the related Mortgage Loan Documentsdocuments and applicable law, the applicable Master Servicer (with respect to no assumption of a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption be made or transfer or further encumbrance (of interest in a Mortgagor approved, unless all costs in connection therewith, including any arising from seeking Rating Agency confirmation, are paid by the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. Each Master Servicer (awith respect to Performing Mortgage Loans for which it acts as Master Servicer) If the provisions of any and each Special Servicer (with respect to Specially Serviced Mortgage Loan Loans for which it acts as Special Servicer), on behalf of the Trustee as the mortgagee of record, shall enforce any restrictions, contained in the related Mortgage or Serviced Loan Combination expressly permits the assignment other related loan document on transfers or further encumbrances of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the on transfers of interests in the related Borrower, unless the applicable Master Servicer or the applicable Special Servicer, as the case may be, has determined, in each case upon its reasonable judgment, that waiver of such restrictions would be in accordance with the satisfaction of specified conditionsServicing Standard; provided that, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of subject to the related Mortgage Loan DocumentsDocuments and applicable law, neither the applicable Master Servicer nor the applicable Special Servicer shall waive any right it has, or if the provisions of grant any Serviced Mortgage Loan consent it is otherwise entitled to withhold, under any related "due-on-sale" clause or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further "due-on-encumbrance, in each case, " clause (other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB NCBFSB Subordinate Debt Conditions have been satisfied) until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer if (but only if) with respect to a Performing Serviced "due-on-sale" clause, such "due-on-sale" clause involves any Mortgage Loan andthat, individually or together with all other Mortgage Loans, if applicableany, that are in the same Cross-Collateralized Group as such Mortgage Loan, has a Cut-off Date Principal Balance in excess of $15,000,000 or 5% of the Initial Pool Balance or, with respect to the enforcement of a "due-on-encumbrance" clause, such Mortgage Loan or group of Cross-Collateralized Mortgage Loans: (i) is greater than 2% of the Mortgage Pool balance, (ii) has an original principal balance that is one of the ten highest original principal balances in the Mortgage Pool, (iii) has an aggregate debt service coverage ratio less than 1.20x or (iv) has an aggregate loan-to-value ratio greater than 85%; and provided, further, that a Master Servicer shall not waive any related Performing Serviced Pari Passu Companion Loan) right it has, or grant any consent it is otherwise entitled to withhold under any "due-on-sale" or "due-on-encumbrance" clause under any Mortgage Loan for which it acts as Master Servicer until it has received the consent of the applicable Special Servicer (the giving of which consent shall be subject to Section 3.24; and provided, further, that, subject to the related Mortgage Loan Documents and applicable law, neither such Master Servicer nor such Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" or "due-on-encumbrance" clause under any Mortgage Loan (other than with respect to a Specially Serviced Co-op Mortgage Loan as to which the NCBFSB Subordinate Debt Conditions have been satisfied), or approve the assumption of any Mortgage Loan, unless in any such case, all associated costs and expenses are covered without any expense to the Trust (it being understood and agreed that, except as expressly provided herein, neither such Special Servicer nor such Master Servicer shall be obligated to cover or assume any such costs or expenses); and provided, further, that neither the applicable Master Servicer nor the applicable Special Servicer shall (to the extent that it is within the control thereof to prohibit such event) shall obtain consent to the relevant information and review and make transfer of any Mortgaged Property which secures a determination to either Cross-Collateralized Group unless (i) disapprove all of the Mortgaged Properties securing such Cross-Collateralized Group are transferred simultaneously by the respective Borrower or (ii) it obtains the consent of the Controlling Class Representative. The applicable Master Servicer and the applicable Special Servicer shall each provide the other and the Controlling Class Representative with all such information as each may reasonably request for approval in order to make any determination required under this paragraph. In connection with any permitted assumption of an assignment and assumption any Mortgage Loan or transfer waiver of a "due-on-sale" or further encumbrance "due-on-encumbrance" clause thereunder, each Master Servicer (in the case of a Performing Mortgage Loan for which it acts as Master Servicer) or each Special Servicer (in the case of a Specially Serviced Mortgage Loan for which it acts Special Servicer) shall prepare all documents necessary and appropriate for such purposes and shall coordinate with the related Borrower request for approval thereofthe due execution and delivery of such documents. Notwithstanding the foregoing, and regardless of whether a particular Co-op Mortgage Loan contains specific provisions regarding the incurrence of subordinate debt, or prohibits the incurrence of subordinate debt, or requires the consent of the Mortgagee in order to incur subordinate debt, the Co-op Master Servicer may, nevertheless, in accordance with the Servicing Standard, without the need to obtain any consent hereunder (and without the need to obtain a ratings confirmation), permit the related Borrower to incur subordinate debt if the NCBFSB Subordinate Debt Conditions have been met (as certified in writing to the Trustee and the Controlling Class Representative by the Co-op Master Servicer no later than ten Business Days prior to the making of the subject subordinate loan without right of reimbursement from the Trust) which certification shall include notice of the circumstances of the waiver, calculation of the required loan-to-value ratio, a copy of any appraisal relied on and any information necessary for the Controlling Class Representative to determine whether the NCBFSB Subordinate Debt Conditions have been satisfied); provided that, subject to the related Mortgage Loan Documents and applicable law, the Co-op Master Servicer shall not waive any violation of the relevant right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale encumbrance" clause under any Mortgage Loan, pursuant to this paragraph, unless in any such case, all associated costs and expenses are covered without any expense to the Trust. If a Master Servicer or due-on-encumbrance clause a Special Servicer collects an assumption fee or (ii) if an assumption application fee in connection with any transfer or proposed transfer of any interest in a Borrower or a Mortgaged Property, then such Master Servicer or such Special Servicer, as applicable, will apply that fee to cover the best economic interest costs and expenses associated with that transfer or proposed transfer that are not otherwise paid by the related Borrower and that would otherwise be payable or reimbursable out of the Trust andFund, if applicableincluding any Rating Agency fees and expenses, to the extent such fees and expenses are collectible under the related Mortgage Loan Document or applicable law. Any remaining portion of such assumption fee (such remaining portion, a "Net Assumption Fee") or of such assumption application fee (such remaining portion, a "Net Assumption Application Fee") will be applied as additional compensation to the applicable Master Servicer or the applicable Special Servicer in accordance with Section 3.11. Neither the applicable Master Servicer nor the applicable Special Servicer shall waive any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)assumption fee or assumption application fee, approve to the request or waive extent it would constitute additional compensation for the effect other such party, without the consent of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:such other party.

Enforcement of Alienation Clauses. (a) If the provisions Upon receipt of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (a waiver in the case respect of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause (including, without limitation, a sale of a Mortgaged Property (in full or in part) or a sale, transfer, pledge or hypothecation of direct or indirect interests in a Mortgagor or its owners) or due-on-encumbrance clause (including, without limitation, any mezzanine financing of a Mortgagor or (iia Mortgaged Property or a sale or transfer of preferred equity in a Mortgagor or its owners) provision with respect to a Serviced Loan or a request by a Mortgagor for a determination with respect to a Serviced Loan which by its terms permits transfer, assumption or further encumbrance without lender consent upon the satisfaction of certain conditions, that such conditions have been satisfied, the Master Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, shall analyze such request, shall prepare all written materials in connection with such analysis, and shall, if it approves such request in accordance with the best economic interest of Servicing Standard, close the Trust andrelated transaction, subject to Section 6.11, Section 6.12, Section 6.13 and Section 6.14, in each case as and if applicable, and any affected applicable intercreditor, co-lender or similar agreement; provided that, if the subject Serviced Pari Passu Companion Loan Holder(s) (is a [___________] Mortgage Loan and [_____________________________] is acting as the Master Servicer hereunder, or if the subject Serviced Loan is a collective whole), approve the request or waive the effect [___________] Mortgage Loan and [_____________________________] is acting as Sub-Servicer with respect thereto on behalf of the Master Servicer, then the Master Servicer shall handle requests for waivers or determinations in connection with a proposed transfer, assumption or further encumbrance (provided that neither the Master Servicer nor any Sub-Servicer on its behalf may waive any due-on-sale or due-on-encumbrance clauseprovision or consent to any assumption without the consent of the Special Servicer). With respect to all Serviced Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record (or, in the case of a B-Note Loan, on behalf of the related B-Noteholder), shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer (or the Master Servicer, both in the case of a [__________] Mortgage Loan that is not a Specially Serviced Mortgage Loan, so long as [___________________________] is acting as the Master Servicer hereunder, and in the case of a [__________] Mortgage Loan that is not a Specially Serviced Mortgage Loan, so long as [_____________________________] is acting as Sub-Servicer with respect thereto on behalf of the Master Servicer) (or, if applicable, the Master Servicer) (after providing the Controlling Class Representative or other appropriate party ten Business Days' prior notice of such proposed action pursuant to Section 6.11, Section 6.12, Section 6.13 and Section 6.14, in each case, if and as applicable, which notice shall be given by such servicer no later than three Business Days after receipt of such request) has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer (after providing the Controlling Class Representative or other appropriate party ten Business Days' prior notice of such proposed action pursuant to Section 6.11, Section 6.12, Section 6.13 and Section 6.14, in each case, if and as applicable, which notice shall be given by the Special Servicer (or the Master Servicer, both in the case of a [__________] Mortgage Loan that is not a Specially Serviced Mortgage Loan, so long as [_____________________________] is acting as the Master Servicer hereunder, and in the case of a [__________] Mortgage Loan that is not a Specially Serviced Mortgage Loan, so long as [_____________________________] is acting as Sub-Servicer with respect thereto on behalf of the Master Servicer) no later than three Business Days after receipt of such request) has made any such determination, such servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer's Certificate setting forth the basis for such determination. None of the Master Servicer, the Special Servicer or a Sub-Servicer on behalf of either of them shall exercise (or, in the case of the Special Servicer, consent to the Master Servicer exercising) any such waiver in respect of a due-on-encumbrance provision of any Serviced Loan (i) with respect to which (A) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $20,000,000, (B) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are greater than 2% (or, with respect to Xxxxx'x, 5%) of the aggregate Stated Principal Balance of all Mortgage Loans or (C) such Mortgage Loan is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from Xxxxx'x that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned by it to the Certificates and (ii) with respect to which (A) the criteria set forth in clause (i)(A), (i)(B) and (i)(C) of this sentence have been met or (B) such Mortgage Loan has a Loan-to-Value Ratio (calculated to include the additional indebtedness secured by any encumbrance) that is equal to or greater than 85% and a Debt Service Coverage Ratio (calculated to include the additional debt from any encumbrance) of 1.2x or less, without receiving a prior written confirmation from S&P that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned by it to the Certificates. With respect to a waiver of a due-on-sale provision of any Serviced Loan, none of the Master Servicer, the Special Servicer or a Sub-Servicer on behalf of either of them shall waive (or, in the case of the Special Servicer, consent to the Master Servicer waiving) any such restriction with respect to which (i) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $35,000,000 (or $20,000,000 with respect to Xxxxx'x), (ii) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (iii) such Mortgage Loan is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from S&P and Xxxxx'x that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided that, if the Mortgage Loan does not meet the criteria set forth in clauses (i), (ii) and (iii) of this sentence, the Special Servicer (or the Master Servicer, both in the case of a [__________] Mortgage Loan that all is not a Specially Serviced Mortgage Loan, so long as [_____________________________] is acting as the Master Servicer hereunder, and in the case of a [__________] Mortgage Loan that is not a Specially Serviced Mortgage Loan, so long as [_____________________________] is acting as Sub-Servicer with respect thereto on behalf of the following Master Servicer) may waive such requirement without approval by S&P or Xxxxx'x in accordance with the Servicing Standard. Any fees charged by the Rating Agencies in connection with obtaining any written confirmation contemplated in the two preceding sentences shall be charged to the Mortgagor unless prohibited by the related Serviced Loan documents, in which case such fees shall be Additional Trust Fund Expenses paid out of the Certificate Account (or, in the case of an A/B Loan Combination, shall be paid out of the related A/B Custodial Account), to the extent that the related Mortgage Loan Seller has not paid such fees, pursuant to the applicable Mortgage Loan Purchase Agreement, provided that, if and to the extent that any such Rating Agency fees paid would result in the failure of any one or more Holder(s) of Regular Certificates and/or Class A-2FL Certificates to receive any amount of principal or interest at the related Pass-Through Rate to which such Holder(s) are entitled (in each case by the time any such amounts are due and payable to such Holder(s)), then such amounts shall be deemed to have been distributed to such Holder(s) from REMIC II, as of the time paid and then paid by such Xxxxxx(s) and not by any REMIC Pool. If the Special Servicer (or the Master Servicer, both in the case of a [__________] Mortgage Loan that is not a Specially Serviced Mortgage Loan, so long as [_____________________________] is acting as the Master Servicer hereunder, and in the case of a [__________] Mortgage Loan that is not a Specially Serviced Mortgage Loan, so long as [_____________________________] is acting as Sub-Servicer with respect thereto on behalf of the Master Servicer), in accordance with the Servicing Standard, determines with respect to any Serviced Loan that by its terms permits transfer, assumption or further encumbrance of a Serviced Loan or the related Mortgaged Property, as applicable, without lender consent upon the satisfaction of certain conditions, that such conditions and/or restrictions shall apply:have not been satisfied, then neither the Master Servicer nor any Sub-Servicer on its behalf may permit such transfer, assumption or further encumbrance. Notwithstanding the foregoing, if the Master Servicer or a Sub-Servicer on its behalf rejects a Xxxxxxxxx's request in connection with a "due-on-sale" or "due-on-encumbrance" clause under a Serviced Loan as to which it is reviewing such request in the circumstances specified above in this paragraph, the Special Servicer will be given the opportunity to review and, subject to the provisions of this paragraph regarding "due-on-sale" and "due-on-encumbrance" clauses, determine whether to approve such Xxxxxxxxx's request. As used in this paragraph, the terms "sale", "transfer" and "encumbrance" include the matters contemplated by the parentheticals in the first sentence of this paragraph. None of the Master Servicer, the Special Servicer or a Sub-Servicer on behalf of either of them has the authority to perform any of the actions set forth above in this paragraph with respect to the Outside Serviced Mortgage Loan.

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender provided that certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall immediately notify the Special Servicer of such request, perform an underwriting analysis in connection therewith and deliver to the Special Servicer such underwriting analysis and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder to, in accordance with the Servicing Standard, withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11, Section 6.12 and/or Section 6.13, in each case if and as applicable. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without lender consent provided certain conditions are satisfied, that such conditions have not been satisfied, then in either case the Master Servicer shall not permit the requested transfer or assumption of such Performing Serviced Mortgage Loan. If the Special Servicer consents to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofServiced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder(s), of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If the provisions Upon receipt of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation waiver in respect of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that provision, the Master Servicer shall promptly forward such request to the Special Servicer. With respect to all Mortgage Loans and Companion Loans, the Special Servicer, on behalf of the following conditions and/or Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11, which notice shall apply:be given by the Special Servicer no later than three Business Days after receipt of such request) has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11, which notice shall be given by the Special Servicer no later than three Business Days after receipt of such request) has made any such determination, the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officers' Certificate setting forth the basis for such determination. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan without receiving the prior written confirmation from the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-sale provision of any Mortgage Loan (i) for which the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are equal to or greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or $20,000,000 or (ii) which is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving the prior written confirmation from the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of any of the ratings then assigned to the Certificates. With respect to a waiver of a due-on-sale provision, in the event that such Mortgage Loan does not meet the criteria set forth in the prior sentence, and the Mortgage Loan documents contain a requirement for Rating Agency approval, the Special Servicer may waive such requirement without Rating Agency approval in accordance with the Servicing Standard.

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall immediately notify the Special Servicer of such request, shall evaluate (consistent with the Servicing Standard) the experience and financial condition of the proposed transferee and the status of any conditions to transfer or assumption (as described above) and prepare a report in connection therewith and shall deliver to the Special Servicer such report and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder, in accordance with the Servicing Standard, to withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if and as applicable. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then in either case the Master Servicer shall not permit the requested transfer or assumption of such Performing Serviced Mortgage Loan. If the Special Servicer consents to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofServiced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder(s) and, in the case of the Cherryvale Mall Trust Mortgage Loan, the Class CM Representative, of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:such agreement together with a

Enforcement of Alienation Clauses. (a) If the provisions Upon receipt of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (a waiver in the case respect of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause (including, without limitation, a sale of a Mortgaged Property (in full or in part) or a sale, transfer, pledge or hypothecation of direct or indirect interests in a Mortgagor or its owners) or due-on-encumbrance clause (including, without limitation, any mezzanine financing of a Mortgagor or (iia Mortgaged Property or a sale or transfer of preferred equity in a Mortgagor or its owners) provision with respect to a Serviced Mortgage Loan or a request by a Mortgagor for a determination with respect to a Serviced Mortgage Loan which by its terms permits transfer, assumption or further encumbrance without lender consent upon the satisfaction of certain conditions, that such conditions have been satisfied, the applicable Master Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, shall analyze such request, shall prepare all written materials in connection with such analysis, and shall, if it approves such request in accordance with the best economic interest of Servicing Standard, close the Trust andrelated transaction, subject to Section 6.11 and Section 6.12, in each case as and if applicable, and any affected applicable intercreditor, co-lender or similar agreement; provided that, if the subject Serviced Pari Passu Companion Mortgage Loan Holder(s) is a PNC Trust Mortgage Loan that is not a Specially Serviced Trust Mortgage Loan and Midland is acting as Master Servicer No. 2 hereunder, then Master Servicer No. 2 shall handle requests for waivers or determinations in connection with a proposed transfer, assumption or further encumbrance (as a collective whole), approve the request or provided that neither Master Servicer No. 2 nor any Sub-Servicer on its behalf may waive the effect of the any due-on-sale or due-on-encumbrance clause; provided that all provision or consent to any assumption without the consent of the following Special Servicer). With respect to all Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record (or, in the case of a B-Note Non-Trust Mortgage Loan, on behalf of the related B-Noteholder), shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer (or Master Servicer No. 2, in the case of a PNC Trust Mortgage Loan that is not a Specially Serviced Trust Mortgage Loan, so long as Midland is acting as Master Servicer No. 2 hereunder), (after providing the Controlling Class Representative or other appropriate party ten (10) Business Days' prior notice of such proposed action pursuant to Section 6.11 and Section 6.12, in each case if and as applicable), has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer or, if applicable, Master Servicer No. 2 (after providing the Controlling Class Representative or other appropriate party ten (10) Business Days' prior notice of such proposed action pursuant to Section 6.11 and Section 6.12, in each case if and as applicable) has made any such determination, such servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer's Certificate setting forth the basis for such determination. None of Master Servicer No. 2, the Special Servicer or a Sub-Servicer on behalf of either of them shall exercise (or, in the case of the Special Servicer, consent to Master Servicer No. 2 exercising) any such waiver in respect of a due-on-encumbrance provision of any Serviced Trust Mortgage Loan (i) with respect to which the aggregate of the Stated Principal Balance of such Trust Mortgage Loan and the Stated Principal Balance of all other Trust Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Trust Mortgage Loan, is equal to or in excess of $20,000,000, (ii) with respect to which the 139 aggregate of the Stated Principal Balance of such Trust Mortgage Loan and the Stated Principal Balance of all other Trust Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Trust Mortgage Loan, are greater than 5% of the aggregate Stated Principal Balance of all Trust Mortgage Loans or (iii) is one of the ten (10) largest Trust Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from each Rating Agency that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned by it to the Certificates. In addition, none of Master Servicer No. 2, the Special Servicer or a Sub-Servicer on behalf of either of them shall waive (or, in the case of the Special Servicer, consent to Master Servicer No. 2 waiving) any due-on-sale provision of any Serviced Trust Mortgage Loan with respect to which (i) the aggregate of the Stated Principal Balance of such Trust Mortgage Loan and the Stated Principal Balance of all other Trust Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Trust Mortgage Loan, is equal to or in excess of $35,000,000 (or $20,000,000 with respect to Xxxxx'x), (ii) the aggregate of the Stated Principal Balance of such Trust Mortgage Loan and the Stated Principal Balance of all other Trust Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Trust Mortgage Loan, are greater than 5% of the aggregate Stated Principal Balance of all Trust Mortgage Loans or (iii) such Trust Mortgage Loan is one of the ten (10) largest Trust Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from each Rating Agency that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned by it to the Certificates. If a Trust Mortgage Loan does not meet the criteria set forth in clause (i), (ii) or (iii) of the preceding sentence or clause (i), (ii) or (iii) of the second preceding sentence, if and as applicable, then the Special Servicer (or Master Servicer No. 2, in the case of a PNC Trust Mortgage Loan that is not a Specially Serviced Trust Mortgage Loan, so long as Midland is acting as Master Servicer No. 2 hereunder) may waive the subject requirement without approval by each Rating Agency in accordance with the Servicing Standard. Any fees charged by the Rating Agencies in connection with obtaining any written rating confirmation contemplated above in this paragraph shall be charged to the Mortgagor unless prohibited by the related loan documents, in which case such fees shall be Additional Trust Fund Expenses paid out of the Collection Account (or, in the case of an A/B Loan Combination, shall be paid out of the related A/B Custodial Account), to the extent that the related Mortgage Loan Seller has not paid such fees, pursuant to the applicable Mortgage Loan Purchase Agreement, provided that, if and to the extent that any such Rating Agency fees paid would result in the failure of any one or more Holder(s) of Regular Certificates to receive any amount of principal or interest at the related Pass-Through Rate to which such Holder(s) are entitled (in each case by the time any such amounts are due and payable to such Holder(s)), then such amounts shall be deemed to have been distributed to such Holder(s) from REMIC II, as of the time paid and then paid by such Holder(s) and not by any REMIC Pool. If the Special Servicer (or Master Servicer No. 2, in the case of a PNC Trust Mortgage Loan that is not a Specially Serviced Trust Mortgage Loan, so long as Midland is acting as Master Servicer No. 2 hereunder), in accordance with the Servicing Standard, determines with respect to any Serviced Mortgage Loan that by its terms permits transfer, assumption or further encumbrance of a Serviced Mortgage Loan or the related Mortgaged Property, as applicable, without lender consent upon the satisfaction of certain conditions, that such conditions and/or have not been satisfied, then neither the applicable Master Servicer nor any Sub-Servicer on its behalf may permit such transfer, assumption or further encumbrance. Notwithstanding the foregoing, if Master Servicer No. 2 (if and when permitted above) rejects a Mortgagor's request in connection with a "due-on-sale" or "due-on- 140 encumbrance" clause under a Serviced Mortgage Loan as to which it is reviewing such request in the circumstances specified above in this paragraph, the Special Servicer will be given the opportunity to review and, subject to the provisions of this paragraph regarding "due-on-sale" and "due-on-encumbrance" clauses, determine whether to approve such Mortgagor's request. As used in this paragraph, the terms "sale", "transfer" and "encumbrance" include the matters contemplated by the parentheticals in the first sentence of this paragraph. None of the Master Servicers, the Special Servicer or a Sub-Servicer on behalf of any of them has the authority to perform any of the actions set forth above in this paragraph with respect to the Outside Serviced Trust Mortgage Loan. Each request for rating confirmation contemplated by the foregoing paragraph shall be accompanied by a recommendation of whether to waive the subject restrictions shall apply:and an analysis supporting such recommendation.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case Person upon the satisfaction of specified conditions, prohibits such an assignment and or assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferassumption, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided provided, however, that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If As to each Loan that contains a provision in the provisions nature of any Serviced Mortgage Loan a (i) "due-on-sale" clause (which includes, without limitation, sales or Serviced Loan Combination expressly permits the assignment transfers of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, (in full or in part) or the transfers sale, transfer, pledge or hypothecation of interests direct or indirect interest in the related BorrowerBorrower or its owners), in each case which by its terms (1) provides that such Loan shall (or may at the mortgagee's option) become due and payable upon the satisfaction of specified conditions, prohibits such an assignment and assumption sale or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a other transfer of an interest in the related Mortgaged Property or of interest(sa controlling interest in the related Mortgagor; (2) provides that such Loan may not be assumed without the consent of the mortgagee or satisfaction of certain conditions in connection with any such Borrower sale or other transfer, for so long as such Loan is included in violation the Trust Fund or (3) provides that such Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions set forth in the related loan documents are satisfied, or (ii) as to each Loan that contains a provision in the nature of a "due-on-encumbrance" clause (including, without limitation, any mezzanine financing of the related Mortgage Loan Documents, Borrower or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property or any sale or transfer of preferred equity in such Borrower or its direct or indirect owners), that by its terms: (1) provides that such Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property; (2) requires the consent of the mortgagee or satisfaction of specified conditions, prohibits certain conditions to the creation of any such a additional lien or other encumbrance on the related Mortgaged Property; or (3) provides that such Loan may be further encumbrance except upon encumbered provided that certain conditions set forth in the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions loan documents have been satisfied, each of the Master Servicer and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation Special Servicer shall, on behalf of the related Mortgage Loan DocumentsTrustee as the mortgagee of record, the applicable Master Servicer as to those Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Loan (x) to accelerate the payments thereon, (y) to withhold its consent to any such sale or other transfer, in a Performing Serviced Mortgage Loan andmanner consistent with the Servicing Standard or (z) determine whether the conditions set forth in clause (a)(i)(3) of this paragraph have been satisfied. Notwithstanding anything to the contrary contained herein, if applicableneither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant "due-on-sale clause sale" or "due-on-encumbrance encumbrance" clause or (iiincluding, but not limited to, making any determination that the conditions set forth in clauses Section 3.08(a)(i)(3) if and Section 3.08 (a)(ii)(3) have been satisfied), unless both the Master Servicer and the Special Servicer shall have followed the procedures set forth for those Loans in the best economic interest of manner set forth in the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(simmediately below clauses (i) through (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:vi):

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the The applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or and the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan), on behalf of the Trustee as the mortgagee of record, shall enforce any restrictions, contained in the related Mortgage or other related loan document on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Borrower, unless the applicable Master Servicer or the applicable Special Servicer, as the case may be, has determined, in its reasonable judgment, that waiver of such restrictions would be in accordance with the Servicing Standard; provided that, subject to the related Mortgage Loan Documents and applicable law, neither the applicable Master Servicer nor the applicable Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-encumbrance" clause under any Mortgage Loan (other than a Co-op Mortgage Loan as to which the NCB Subordinate Debt Conditions have been satisfied) until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates; and provided, further, that, if the affected Mortgage Loan, individually or together with all other Mortgage Loans, if any, that are in the same Cross-Collateralized Group as such Mortgage Loan, has a Cut-off Date Principal Balance in excess of the lesser of $20,000,000 and 2% of the aggregate Stated Principal Balance of the Mortgage Pool, then, subject to the related Mortgage Loan Documents, applicable law and Section 3.20(a), neither the applicable Master Servicer nor the applicable Special Servicer shall obtain waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" clause under any Mortgage Loan until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates; and provided, further, that, subject to the relevant information related Mortgage Loan Documents, applicable law and review Section 3.20(a), the applicable Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-encumbrance" clause under any Mortgage Loan (other than a Co-op Mortgage Loan as to which the NCB Subordinate Debt Conditions have been satisfied) until it has received the consent of the applicable Special Servicer (the giving of which consent shall be subject to Section 3.24); and make provided, further, that, subject to the related Mortgage Loan Documents, applicable law and Section 3.20(a), the applicable Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" clause under any Mortgage Loan until it has received the consent of the applicable Special Servicer (the giving of which consent shall be subject to Section 3.24); and provided, further, that, subject to the related Mortgage Loan Documents and applicable law, neither the applicable Master Servicer nor the applicable Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" or "due-on-encumbrance" clause under any Mortgage Loan, or approve the assumption of any Mortgage Loan, unless in any such case, all associated costs and expenses are covered without any expense to the Trust (it being understood and agreed that, except as expressly provided herein, neither the applicable Master Servicer nor the applicable Special Servicer shall be obligated to cover or assume any such costs or expenses); and provided, further, that neither the applicable Master Servicer nor the applicable Special Servicer shall (to the extent that it is within the control thereof to prohibit such event) consent to the transfer of any Mortgaged Property which secures a determination to either Cross-Collateralized Group unless (i) disapprove all of the Mortgaged Properties securing such Cross-Collateralized Group are transferred simultaneously by the respective Borrower or (ii) it obtains the consent of the Controlling Class Representative. In the case of any Mortgage Loan, the applicable Master Servicer and the applicable Special Servicer shall each provide the other with all such information as each may reasonably request for approval in order to make such determination and as to the applicable Master Servicer, to obtain the applicable Special Servicer's consent. In connection with any permitted assumption of an assignment and assumption any Mortgage Loan or transfer waiver of a "due-on-sale" or further encumbrance "due-on-encumbrance" clause thereunder, the applicable Master Servicer (in the case of a Performing Mortgage Loan) or the applicable Special Servicer (in the case of a Specially Serviced Mortgage Loan) shall prepare all documents necessary and appropriate for such purposes and shall coordinate with the related Borrower request for approval thereof) the due execution and not waive delivery of such documents. With respect to any violation Co-op Mortgage Loan which permits NCB to allow a Borrower under such Mortgage Loan to incur subordinate debt if the NCB Subordinate Debt Conditions are met, the Co-op Master Servicer may, in accordance with the Servicing Standard, without the need to obtain any consent hereunder (and without the need to obtain any ratings confirmation), permit such Borrower to incur subordinate debt if the NCB Subordinate Debt Conditions have been met (as certified in writing to the Trustee and the Controlling Class Representative by the Co-op Master Servicer no later than five Business Days prior to the making of the relevant subject subordinate loan). With respect to any Co-op Mortgage Loan which does not contain specific provisions regarding the incurrence of subordinate debt, or which prohibits the incurrence of subordinate debt, or which requires the consent of the Mortgagee in order to incur subordinate debt, the Co-op Master Servicer may, nevertheless, in accordance with the Servicing Standard, without the need to obtain any consent hereunder (and without the need to obtain a ratings confirmation), permit the related Borrower to incur subordinate debt if the NCB Subordinate Debt Conditions have been met (as certified in writing to the Trustee and the Controlling Class Representative by the Co-op Master Servicer no later than five Business Days prior to the making of the subject subordinate loan). The Co-op Master Servicer shall pay any and all Rating Agency fees and expenses associated with obtaining any ratings confirmation with respect to waiving a "due-on-sale clause sale" or "due-on-encumbrance encumbrance" clause under a Co-op Mortgage Loan, if and to the extent the related Borrower is not required under the related Mortgage Loan Documents to make such payment. If a Master Servicer or (ii) if Special Servicer collects an assumption fee or an assumption application fee in connection with any transfer or proposed transfer of any interest in a Borrower or a Mortgaged Property, then such Master Servicer or Special Servicer, as applicable, will apply that fee to cover the best economic interest costs and expenses associated with that transfer or proposed transfer that are not otherwise paid by the related Borrower and that would otherwise be payable or reimbursable out of the Trust andFund, if applicableincluding any Rating Agency fees and expenses to the extent such fees and expenses are collectible under applicable law and the applicable Master Servicer or Special Servicer, as appropriate, fails to enforce such requirement in accordance with the related Mortgage Loan Documents. Any remaining portion of such assumption fee (such remaining portion, a "Net Assumption Fee") or of such assumption application fee (such remaining portion, a "Net Assumption Application Fee") will be applied as additional compensation to the applicable Master Servicer or the applicable Special Servicer in accordance with Section 3.11. Neither the applicable Master Servicer nor the applicable Special Servicer shall waive any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)assumption fee or assumption application fee, approve to the request or waive extent it would constitute additional compensation for the effect other such party, without the consent of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:such other party.

Enforcement of Alienation Clauses. (a) If the provisions Upon receipt of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation waiver in respect of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clauseprovision, the Master Servicer, with respect to Mortgage Loans (other than the 2004-C10 Serviced Mortgage Loan) that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement as provided in this Section 3.08. With respect to all Mortgage Loans other than Specially Serviced Mortgage Loans and the 2004-C10 Serviced Mortgage Loan, the Master Servicer or, in the case of Specially Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless following its receipt of a request of a waiver in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer's receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) five (5) Business Days after the Controlling Class Representative's (and with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative's) receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative (and with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative) may reasonably request for the analysis of such request, which notice shall be given by the Special Servicer no later than 10 Business Days after the commencement of the 15 Business Day period described in the preceding clause (a)) or the Special Servicer (with the written consent of the Controlling Class Representative (and with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative), which consent shall be deemed given if not denied within five Business Days after the Controlling Class Representative's (and with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative's) receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative (and with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative) may reasonably request for the analysis of such request), as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer (with the written consent of the Controlling Class Representative (and with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative) to the extent required in the preceding sentence), as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer's Certificate setting forth the basis for such determination. Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not consent to) any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan (i) with respect to which the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are one of the ten largest Mortgage Loans or concentrations of Mortgage Loans, as of the date of such waiver request, without receiving prior written confirmation from S&P and Xxxxx'x that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates or (ii) with respect to which (a) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $20,000,000, (b) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are greater than 2% of the aggregate Stated Principal Balance of all Mortgage Loans (or 5% of such aggregate Stated Principal Balance if such aggregate Stated Principal Balance is less than $100 million), or (c) such Mortgage Loan is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from Xxxxx'x that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates and (iii) with respect to which (a) the criteria set forth in clause (ii)(a), (ii)(b) or (ii)(c) have been met or (b) such Mortgage Loan has a Loan-to-Value Ratio (calculated to include the additional indebtedness secured by any encumbrance) that is equal to or greater than 85% and a Debt Service Coverage Ratio (calculated to include the additional debt from any encumbrance) of 1.2x or less, without receiving a prior written confirmation from S&P that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates. With respect to a waiver of a due-on-sale provision, neither the Master Servicer nor the Special Servicer shall waive any such restriction with respect to which (a) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $35,000,000 (or $25,000,000 with respect to Xxxxx'x), (b) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (c) such Mortgage Loan is one of the ten largest Mortgage Loans as of the date of the waiver by Stated Principal Balance, without receiving prior written confirmation from S&P and Xxxxx'x that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided that all that, if the Mortgage Loan does not meet the criteria set forth in clauses (i), (iii)(a), or (iii)(b) of the following conditions and/or restrictions shall apply:immediately preceding sentence, the Master Servicer or the Special Servicer, as applicable, may waive such requirement without confirmation by S&P in accordance with the Servicing Standard; and provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clause (ii) of the immediately preceding sentence, the Master Servicer or Special Servicer, as applicable, may waive such requirement without approval by S&P or Xxxxx'x in accordance with the Servicing Standard. With respect to each Co-Lender Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) If If, with respect to any Performing Serviced Loan, the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits Master Servicer receives a request from a Mortgagor regarding the assignment transfer of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, Person or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of certain interests in such BorrowerMortgagor, then the Master Servicer shall promptly obtain relevant information for purposes of evaluating such request. If the Master Servicer determines, consistent with the Servicing Standard, to approve such transfer and/or assumption, then the Master Servicer shall promptly provide to the Special Servicer a written copy of such recommendation (which shall include the reason therefor) requests approval and the materials upon which such recommendation is based. The Special Servicer shall have the right hereunder, within 15 days of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer to reasonably withhold or grant consent to any such request for such an assignment transfer and/or assumption in accordance with the terms of the Mortgage Loan and assumption this Agreement, including, without limitation, the Servicing Standard; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d) and Section 6.11, and, further, to the Special Servicer obtaining any consent to the extent required pursuant to Section 6.11, if applicable. If the Special Servicer does not respond within such 15-day period, the Special Servicer's consent shall be deemed granted. If the Special Servicer consents or is deemed to have consented to such proposed transfer or enters into and/or assumption, then the Master Servicer (subject to Section 3.08(d) and Section 6.11) and shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Serviced Loan by, another Person, the Master Servicer shall be authorized to enter into an assumption or of interest(s) in such Borrower in violation of substitution agreement with the Person, which shall be a Single Purpose Entity, to whom the related Mortgaged Property has been or is proposed to be conveyed and/or release the original Mortgagor from liability under the related Mortgage Loan Documentsand substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or an Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, or if on parity with, the provisions lien of the related Mortgage. The Master Servicer shall notify the Trustee, the Special Servicer, each Rating Agency and, in the case of a Loan Pair, the related Companion Loan Noteholder, of any Serviced assumption or substitution agreement executed pursuant to this Section 3.08(a) and shall forward thereto a copy of such agreement, together with copies of all relevant documentation. Subject to the terms of the related loan documents, no assumption of a Cross-Collateralized Mortgage Loan or shall be made without the assumption of all other Mortgage Loans making up the related Cross-Collateralized Group. Further, subject to the terms of the related loan documents and applicable law, no assumption of a Serviced Loan Combination expressly permits shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any arising from seeking Rating Agency confirmation, are paid by the further encumbrance related Mortgagor. If any Performing Serviced Loan contains restrictions on transfers of the related Mortgaged Property upon and/or transfers of interests in the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfiedrelated Mortgagor, and if any such proposed transfer has not been approved pursuant to the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation preceding paragraph, then the Master Servicer, on behalf of the related Mortgage Loan Documents, Trustee (as mortgagee of record on behalf of the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Certificateholders and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofMortgaged Property relating to a Loan Pair, the related Companion Loan Noteholder) and not shall, to the extent permitted by applicable law, enforce such restrictions, unless the Master Servicer has determined, in its reasonable, good faith judgment that failure to waive any such restrictions would be a violation of the Servicing Standard (as evidenced by an Officer's Certificate setting forth the basis for such determination delivered, together with copies of all relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in documentation, to the best economic interest of the Trust Trustee and each Rating Agency and, if applicablewith respect to a Loan Pair, any affected Serviced Pari Passu to the related Companion Loan Holder(s) (as a collective wholeNoteholder), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all any such waiver of the following conditions and/or such restrictions shall apply:be subject to Section 3.08(d).

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor (or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender, provided that certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied), then the Master Servicer shall promptly obtain relevant information for purposes of evaluating any such request. If the Master Servicer determines, consistent with the Servicing Standard, to approve such transfer and/or assumption and/or that the conditions precedent have been satisfied, as applicable, then the Master Servicer shall promptly provide to the Special Servicer a copy of such recommendation (which shall include the reason therefor) and the materials upon which such recommendation is based. The Special Servicer shall have the right hereunder, within 15 days (or, in the case of a consent to a determination as to whether the conditions precedent to a transfer or assumption have been satisfied, within 10 days) of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, to reasonably withhold or grant consent to any such request for such transfer and/or assumption or to object or consent to the determination by the Master Servicer as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement, including, without limitation, the Servicing Standard; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11, Section 6.12, Section 6.13 and/or Section 6.14, in each case if and as applicable. If the Special Servicer does not respond within such 15-day period or 10-day period, as applicable, the Special Servicer's consent shall be deemed granted. If the Special Servicer consents or is deemed to have consented to such proposed transfer and/or assumption, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofServiced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder(s), of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If the provisions Upon receipt of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (a waiver in the case respect of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause (including, without limitation, a sale of a Mortgaged Property (in full or in part) or a sale, transfer, pledge or 118 hypothecation of direct or indirect interests in a Mortgagor or its owners) or due-on-encumbrance clause (including, without limitation, any mezzanine financing of a Mortgagor or a Mortgaged Property or a sale or transfer of preferred equity in a Mortgagor or its owners) provision with respect to a Serviced Loan or a request by a Mortgagor for a determination with respect to a Serviced Loan which by its terms permits transfer, assumption or further encumbrance without lender consent upon the satisfaction of certain conditions, that such conditions have been satisfied, the Master Servicer (ii) if in the best economic interest case of non-Specially Serviced Loans) or the Trust andSpecial Servicer (in the case of Specially Serviced Loans), as applicable, shall analyze such request, shall prepare all written materials in connection with such analysis, and shall, if it approves such request in accordance with the Servicing Standard, close the related transaction, subject to Section 6.11 and Section 6.12, in each case as and if applicable, and any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)applicable intercreditor, approve co-lender or similar agreement; provided that the request or Master Servicer shall not waive the effect of the any due-on-sale or due-on-encumbrance clause; provided that all provision or consent to any assumption without the consent of the following Special Servicer. With respect to all Serviced Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record (or, in the case of a Non-Trust Loan, on behalf of the related Non-Trust Loan Noteholder), shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer has determined, consistent with the Servicing Standard and subject to Section 6.11 and Section 6.12, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer has made any such determination, such servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer's Certificate setting forth the basis for such determination. None of the Master Servicer, the Special Servicer or a Sub-Servicer on behalf of either of them shall exercise (or, in the case of the Special Servicer, consent to the Master Servicer exercising) any waiver in respect of a due-on-encumbrance provision of any Mortgage Loan with respect to which (i) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $20,000,000, (ii) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (iii) such Mortgage Loan is one of the ten (10) largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from each Rating Agency that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned by it to the Certificates. In addition, none of the Master Servicer, the Special Servicer or a Sub-Servicer on behalf of either of them shall waive (or, in the case of the Special Servicer, consent to the Master Servicer waiving) any due-on-sale provision of any Mortgage Loan with respect to which (i) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $35,000,000 (or $20,000,000 with respect to Xxxxx'x), (ii) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (iii) such Mortgage Loan is one of the ten (10) largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from each Rating Agency that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates. Any fees charged by the Rating Agencies in connection with obtaining any written confirmation contemplated in 119 the two preceding sentences shall be charged to the Mortgagor unless prohibited by the related Serviced Loan documents, in which case such fees shall be Additional Trust Fund Expenses paid out of the Collection Account (or, in the case of a Loan Combination, shall be paid out of the related Loan Combination Custodial Account), to the extent that the related Mortgage Loan Seller has not paid such fees, pursuant to the applicable Mortgage Loan Purchase Agreement, provided that, if and to the extent that any such Rating Agency fees paid would result in the failure of any one or more Holder(s) of Regular Certificates to receive any amount of principal or interest at the related Pass-Through Rate to which such Holder(s) are entitled (in each case by the time any such amounts are due and payable to such Holder(s)), then such amounts shall be deemed to have been distributed to such Holder(s) from REMIC II, as of the time paid and then paid by such Holder(s) and not by any REMIC Pool. If the Master Servicer (in the case of non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans) determines with respect to any Serviced Loan that by its terms permits transfer, assumption or further encumbrance of a Serviced Loan or the related Mortgaged Property, as applicable, without lender consent upon the satisfaction of certain conditions, that such conditions and/or restrictions have not been satisfied, then such servicer shall apply:not permit such transfer, assumption or further encumbrance. Notwithstanding the foregoing, if the Master Servicer or a Sub-Servicer on its behalf rejects a Mortgagor's request in connection with a "due-on-sale" or "due-on-encumbrance" clause under a Serviced Loan as to which it is reviewing such request in the circumstances specified above in this paragraph, the Special Servicer will be given the opportunity to review and, subject to the provisions of this paragraph regarding "due-on-sale" and "due-on-encumbrance" clauses, determine whether to approve such Mortgagor's request. As used in this paragraph, the terms "sale", "transfer" and "encumbrance" include the matters contemplated by the parentheticals in the first sentence of this paragraph.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers transfer of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits prohibit such an assignment and assumption or transfer except upon the satisfaction of specified conditions conditions, or fully prohibits prohibit such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits prohibit such a further encumbrance except upon the satisfaction of specified conditions conditions, or fully prohibits prohibit such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Loan other than a Special Servicer (Decision or a Material Action with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:respect

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers transfer of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits prohibit such an assignment and assumption or transfer except upon the satisfaction of specified conditions conditions, or fully prohibits prohibit such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits permit the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits prohibit such a further encumbrance except upon the satisfaction of specified conditions conditions, or fully prohibits prohibit such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan and, if applicable, a related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or, if applicable, a related Performing Serviced Pari Passu Companion Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:

Enforcement of Alienation Clauses. (a) If In the event that the Master Servicer receives a request from a Mortgagor pursuant to the provisions of any Mortgage Loan (other than a Specially Serviced Mortgage Loan) that expressly permit, with the lender's consent, subject to the conditions described in the Mortgage Loan documents, the transfer of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person or Serviced transfers of certain interests in such Mortgagor, the Master Servicer shall promptly obtain relevant information for purposes of evaluating such request. If the Master Servicer recommends to approve such transfer and/or assumption, the Master Servicer shall promptly provide to the Special Servicer a copy of such recommendation (which shall include the reason therefor) and the materials upon which such recommendation is based. The Special Servicer shall have the right hereunder, within 10 Business Days of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, to reasonably withhold or, subject to Section 3.08(d) and Section 6.11, grant consent to any such request for such transfer and/or assumption in accordance with the terms of the Mortgage Loan Combination expressly permits and this Agreement, including, without limitation, the assignment Servicing Standard. If the Special Servicer does not respond within such 10-Business Day period, the Special Servicer's consent shall be deemed granted. If the Special Servicer consents or is deemed to have 108 consented to such proposed transfer and/or assumption, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or is proposed to be conveyed and/or release the original Mortgagor from liability under the related Mortgage Loan and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of interest(sthe related Mortgage. The Master Servicer shall notify the Trustee, the Special Servicer and each Rating Agency of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and shall forward thereto a copy of such agreement together with a Review Package. The Master Servicer shall be entitled (as additional servicing compensation) to 50% of each assumption fee and 100% of each assumption application fee and each other applicable fee, for approving a transfer of a Mortgaged Property or an interest in a Mortgagor collected from a Mortgagor in connection with an assumption or substitution agreement executed pursuant to this Section 3.08(a) or a transfer of interest in a Mortgagor approved pursuant to this Section 3.08(a), and the Special Servicer shall be entitled (as additional special servicing compensation) to the remaining 50% of each such Borrower in violation assumption fee. Subject to the terms of the related Mortgage Loan Documentsdocuments, or if the provisions no assumption of any Serviced a Cross-Collateralized Mortgage Loan or Serviced Loan Combination expressly permits shall be made without the further encumbrance assumption of all other Mortgage Loans making up the related Mortgaged Property upon Cross-Collateralized Group. Further, subject to the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation terms of the related Mortgage Loan Documentsdocuments and applicable law, no assumption of a Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any arising from seeking Rating Agency confirmation, are paid by the applicable related Mortgagor. To the extent not collected from the related Mortgagor, any rating agency charges in connection with an assumption shall be satisfied by the Master Servicer (with respect by other arrangements; provided, however, that in no event shall such proposed "other arrangements" result in any liability to a Performing Serviced Mortgage Loan and, if applicable, the Trust Fund including any related Performing Serviced Pari Passu Companion Loan) indemnification of the Master Servicer or the applicable Special Servicer (with respect which may result in legal expenses to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust andFund, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve unless previously approved by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:Controlling Class Representative.

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall promptly notify the Special Servicer of such request, shall evaluate (consistent with the Servicing Standard) the experience and financial condition of the proposed transferee and the status of any conditions to transfer or assumption (as described above) and prepare a report in connection therewith and shall deliver to the Special Servicer such report and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder, within 15 days (or, in the case of a consent to a determination as to whether the conditions precedent to the subject transfer or assumption have been satisfied, within 10 days, or within such longer period as may be necessary to obtain any required consent pursuant to Section 3.27 or 6.11, as and if applicable) of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, in accordance with the Servicing Standard, to withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 3.27 and/or Section 6.11, in each case if and as applicable. If the Special Servicer does not respond within such 15-day period, 10-day period or such longer period as set forth above (and set forth in the notice described in the following proviso), as the case may be, such party's consent shall be deemed granted; provided that if the Special Servicer's consent is not withheld, granted or deemed granted within the aforementioned 15-day period or 10-day period, as applicable, because the Special Servicer is in the process of obtaining a consent required pursuant to Section 3.27 and/or Section 6.11, as applicable, then the Special Servicer shall, prior to the termination of the aforementioned 15-day or 10-day period, provide notice to the Master Servicer of such process and the estimated time period for completion thereof. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer and/or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then, in each such case, the Special Servicer shall notify the Master Servicer in writing of such determination, and the Master Servicer shall notify the related Mortgagor that the requested transfer and/or assumption will not be permitted and shall restrict the requested transfer and/or assumption of the subject Performing Serviced Mortgage Loan in accordance with the Servicing Standard. If the Special Servicer consents or is deemed to consent to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower Serviced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder(s), of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the related loan documents, no assumption of a Cross-Collateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-Collateralized Group. Further, subject to the terms of the related loan documents and applicable law, no assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any arising from seeking Rating Agency confirmation, are paid by the related Mortgagor. With respect to any Serviced Mortgage Loans as to which the related Mortgagors constitute tenants-in-common, the Master Servicer, on behalf of the Trustee, shall review (A) each request for approval thereof) and not waive a sale, transfer or syndication of any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if Mortgagor's equity interests in the best economic interest related Mortgagor and shall promptly analyze such request, including, with regard to each proposed Mortgagor transferee, the financial statements, credit information, organizational documents and other written materials required to be provided pursuant to the related loan documents or reasonably requested by the Master Servicer, to determine, in accordance with the Servicing Standard, whether the requested sale, transfer or syndication meets the applicable requirements set forth in the related loan documents and to obtain any consents required under any related intercreditor agreement, and (B) the corresponding waiver of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the applicable due-on-sale or due-on-encumbrance clause; provided provisions set forth in the related loan documents in order to determine whether approval of such waiver is consistent with the Servicing Standard. Promptly after the Master Servicer has made any such affirmative determination that all such sale, transfer or syndication meets the applicable requirements set forth in the related loan documents and complies with the Servicing Standard, the Master Servicer shall deliver to the Special Servicer, the Trustee, the Rating Agencies, the Controlling Class Representative and each other party hereto, no later than five (5) Business Days prior to such proposed sale, transfer or syndication, an Officer's Certificate setting forth notice of the following conditions and/or restrictions approval or disapproval and the basis for such determination, including evidence of compliance with each of the requirements for such Mortgage Loan set forth in the related loan documents; provided, however, if the proposed investor/transferee is a single member limited liability company not organized in Delaware or is not an accredited investor, the provisions of this paragraph of Section 3.08(a) shall apply:not apply and approval of any such transfer shall follow the procedures set forth in the first paragraph of Section 3.08(a); and provided, further, that notwithstanding Section 3.11(c), with respect to any transfer approved pursuant to this paragraph, the Special Servicer shall be entitled to certain of the fees as set forth on Exhibit W paid by the Mortgagor, and the Master Servicer shall not waive any such fees without the consent of the Special Servicer.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable The Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or and the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) ), on behalf of the Trustee as the mortgagee of record, shall obtain enforce any "due-on-sale" or "due-on-encumbrance" clauses and any other restrictions contained in the relevant information related Mortgage Loan Documents on transfers or further encumbrances of the related Mortgaged Property and review and make a determination to either on transfers of interests in the related Borrower, unless the Master Servicer or the Special Servicer, as the case may be, has (i) disapprove determined, in its reasonable judgment, that waiver of such restrictions would be in accordance with the Servicing Standard and (ii) complied with the applicable requirements, if any, of Section 3.20(a) and Section 3.24; provided that, subject to the related Mortgage Loan Documents and applicable law, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-encumbrance" clause under any Serviced Mortgage Loan, until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates; and provided, further, that, if the affected Serviced Mortgage Loan, individually or together with all other Serviced Mortgage Loans, if any, that are in the same Cross-Collateralized Group as such Mortgage Loan is one of the 10 largest Mortgage Loans then in the trust or has a Cut-off Date Principal Balance in excess of $__________, then, subject to the related Mortgage Loan Documents and applicable law, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" clause under any Serviced Mortgage Loan until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates; and provided, further, that, subject to the related Mortgage Loan Documents and applicable law, the Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" or "due-on-encumbrance" clause under any Serviced Mortgage Loan, or approve the assumption of any Serviced Mortgage Loan, until it has delivered to the Special Servicer its recommendation and analysis of the request, together with a copy of the materials and information upon which such recommendation is based, and has received the consent of the Special Servicer (the giving of which consent shall be subject to the Servicing Standard and Section 3.24), which consent shall be deemed given if not denied in writing within ten Business Days of receipt by the Special Servicer of the Master Servicer's written recommendation and analysis and any additional information requested by the Special Servicer or the Controlling Class Representative; and provided, further, that, subject to the related Mortgage Loan Documents and applicable law, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" or "due-on-encumbrance" clause under any Serviced Mortgage Loan, or approve the assumption of any Serviced Mortgage Loan, unless in any such case, all associated costs and expenses are covered without any expense to the Trust (it being understood and agreed that, except as expressly provided herein, neither the Master Servicer nor the Special Servicer shall be obligated to cover or assume any such costs or expenses); and provided, further, that neither the Master Servicer nor the Special Servicer shall (to the extent that it is within the control thereof to prohibit such event) consent to the transfer of any Mortgaged Property which secures a Cross-Collateralized Group unless (i) all of the Mortgaged Properties securing such Cross-Collateralized Group are transferred simultaneously by the respective Borrower or (ii) it obtains the consent of the Controlling Class Representative, which consent shall be deemed given if not denied in writing within ten Business Days of receipt by the Controlling Class Representative of written notice of such action and all reasonably requested information related thereto. In the case of any Serviced Mortgage Loan, the Master Servicer and the Special Servicer shall each provide the other with all such information as each may reasonably request for approval in order to perform its duties under this section. In connection with any permitted assumption of an assignment and assumption any Serviced Mortgage Loan or transfer waiver of a "due-on-sale" or further encumbrance "due-on-encumbrance" clause thereunder, the Master Servicer (in the case of a Performing Serviced Mortgage Loan) or the Special Servicer (in the case of a Specially Serviced Mortgage Loan) shall prepare all documents necessary and appropriate for such purposes and shall coordinate with the related Borrower request for approval thereofthe due execution and delivery of such documents. If the Master Servicer or the Special Servicer collects an assumption fee or an assumption application fee in connection with any transfer or proposed transfer of any interest in a Borrower or a Mortgaged Property, then the Master Servicer or the Special Servicer, as applicable, will apply that fee to cover the costs and expenses associated with that transfer or proposed transfer that are not otherwise paid by the related Borrower and that would otherwise be payable or reimbursable out of the Trust Fund, including any Rating Agency fees and expenses to the extent such fees and expenses are collectible under applicable law and the Master Servicer or the Special Servicer, as appropriate, fails to enforce such requirement in accordance with the related Mortgage Loan Documents. Any remaining portion of such assumption fee (such remaining portion, a "Net Assumption Fee") and not or of such assumption application fee (such remaining portion, a "Net Assumption Application Fee") will be applied as additional compensation to the Master Servicer or the Special Servicer in accordance with Section 3.11. Neither the Master Servicer nor the Special Servicer shall waive any violation assumption fee or assumption application fee, to the extent it would constitute additional compensation for the other such party, without the consent of such other party. If and to the extent that, in the case of any Mortgage Loan, approval of the relevant due-on-sale clause lender is required in connection with the related Borrower's incurring unsecured debt in addition to (A) trade receivables, (B) equipment financing and (C) other debt incurred in the ordinary course of business, then the Master Servicer (if the subject Mortgage Loan is a Performing Serviced Mortgage Loan) or due-on-encumbrance clause the Special Servicer (if the subject Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, shall refuse to approve such unsecured debt unless and until it has obtained (i) in the case of the Master Servicer, the consent of the Special Servicer (the giving of which consent shall be subject to the Servicing Standard and Section 3.24), which consent shall be deemed given if not denied in writing within 10 Business Days of receipt by the Special Servicer of the Master Servicer's written recommendation and analysis and any additional information requested by the Special Servicer, and (ii) in each such case, if the subject Mortgage Loan has an unpaid principal balance in excess of $__________, written confirmation from each Rating Agency to the effect that the related Borrower's incurring such unsecured debt will not result in an Adverse Rating Event with respect to any Class of Rated Certificates; provided that neither the Master Servicer nor the Special Servicer shall be obligated to obtain any such ratings confirmation if, pursuant to the related Mortgage Loan Documents and/or applicable law, it would not be able either (i) to withhold its consent based upon the failure of either Rating Agency to provide such ratings confirmation or (ii) if in to obtain payment from the best economic interest related Borrower of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect cost of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:obtaining such ratings confirmation.

Enforcement of Alienation Clauses. (a) If If, with respect to any Performing Mortgage Loan, the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits Master Servicer receives a request from a Mortgagor regarding the assignment transfer of the related Mortgaged Property to, and assumption of such Performing Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall immediately notify the Special Servicer of such request, perform an underwriting analysis in connection therewith and deliver to the Special Servicer such underwriting analysis and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder to, in accordance with the Servicing Standard, withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if and as applicable. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Mortgage Loan and/or (ii) determines, with respect to any Performing Mortgage Loan that by its terms permits transfer or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then in either case the Master Servicer shall not permit the requested transfer or assumption of such Performing Mortgage Loan. If the Special Servicer consents to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Performing Mortgage Loan Documents, or if and substitute as obligor thereunder the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofLoan Combination that consists of Performing Mortgage Loans, the related Non-Trust Mortgage Loan Noteholder(s), of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Trust Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or As to each Serviced Loan Combination expressly permits that contains a provision in the assignment nature of a (i) "due-on-sale" clause (which includes, without limitation, sales or transfers of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, (in full or in part) or the transfers sale, transfer, pledge or hypothecation of interests direct or indirect interest in the related BorrowerBorrower or its owners), in each case which by its terms (1) provides that such Serviced Loan shall (or may at the mortgagee's option) become due and payable upon the satisfaction of specified conditions, prohibits such an assignment and assumption sale or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a other transfer of an interest in the related Mortgaged Property or of interest(sa controlling interest in the related Mortgagor; (2) provides that such Serviced Loan may not be assumed without the consent of the mortgagee or satisfaction of certain conditions in connection with any such Borrower sale or other transfer, for so long as such Serviced Loan is included in violation the Trust Fund or (3) provides that such Serviced Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions set forth in the related loan documents are satisfied, or (ii) as to each Serviced Loan that contains a provision in the nature of a "due-on-encumbrance" clause (including, without limitation, any mezzanine financing of the related Mortgage Loan Documents, Borrower or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property or any sale or transfer of preferred equity in such Borrower or its direct or indirect owners), that by its terms: (1) provides that such Serviced Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property; (2) requires the consent of the mortgagee or satisfaction of specified conditions, prohibits certain conditions to the creation of any such a additional lien or other encumbrance on the related Mortgaged Property; or (3) provides that such Serviced Loan may be further encumbrance except upon encumbered provided that certain conditions set forth in the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions loan documents have been satisfied, each of the Master Servicer and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation Special Servicer shall, on behalf of the related Mortgage Loan DocumentsTrustee as the mortgagee of record, the applicable Master Servicer as to those Serviced Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Serviced Loan (x) to accelerate the payments thereon, (y) to withhold its consent to any such sale or other transfer, in a Performing Serviced Mortgage Loan andmanner consistent with the Servicing Standard or (z) determine whether the conditions set forth in clause (a)(i)(3) of this paragraph have been satisfied. Notwithstanding anything to the contrary contained herein, if applicableneither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant "due-on-sale clause sale" or "due-on-encumbrance encumbrance" clause or (iiincluding, but not limited to, making any determination that the conditions set forth in clauses (a)(i)(3) if and (a)(ii)(3) of this Section 3.08 have been satisfied), unless both the Master Servicer and the Special Servicer shall have followed the procedures set forth for those Serviced Loans in the best economic interest of manner set forth in the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(simmediately below clauses (i) through (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:vi):

Enforcement of Alienation Clauses. (a) If the provisions of If, with respect to any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits Loan, the assignment Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall immediately notify the Special Servicer of such request, perform an underwriting analysis in connection therewith and deliver to the Special Servicer such underwriting analysis and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder to, in accordance with the Servicing Standard, withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Serviced Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if and as applicable. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan that by its terms permits transfer or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then in either case the Master Servicer shall not permit the requested transfer or assumption of such Performing Serviced Mortgage Loan. If the Special Servicer consents to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Serviced Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Performing Serviced Mortgage Loan or Serviced Loan Combination expressly permits and substitute as obligor thereunder the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofServiced Loan Combination that consists of Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan Noteholder, of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Serviced Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. The Master Servicer (awith respect to Performing Mortgage Loans) If and the provisions of any Special Servicer (with respect to Specially Serviced Mortgage Loan Loans), on behalf of the Trustee as the mortgagee of record, shall enforce any restrictions, contained in the related Mortgage or Serviced Loan Combination expressly permits the assignment other related loan document on transfers or further encumbrances of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, on transfers or the transfers encumbrances of interests in the related Borrower, unless the Master Servicer or the Special Servicer, as the case may be, has determined, in each case upon its reasonable judgment, that waiver of such restrictions would be in accordance with the satisfaction of specified conditionsServicing Standard; provided that, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of subject to the related Mortgage Loan DocumentsDocuments and applicable law, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" clause or "due-on-encumbrance" clause until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates, if (but only if) with respect to a "due-on-sale" clause, such "due-on-sale" clause involves any Mortgage Loan that, individually or together with all other Mortgage Loans, if any, that are in the provisions same Cross-Collateralized Group as such Mortgage Loan, with respect to S&P, is a Significant Mortgage Loan, and with respect to Moody's, has an original principal balance that is one of any Serviced the ten higxxxx xxiginal principal balances in the Mortgage Pool or, with respect to the enforcement of a "due-on-encumbrance" clause, such Mortgage Loan or Serviced group of Cross-Collateralized Mortgage Loans: with respect to S&P is (A) a Significant Mortgage Loan Combination expressly permits the further encumbrance or represents 2% or more of the related Mortgaged Property upon aggregate outstanding principal balance of the satisfaction Mortgage Pool at such time, or (B) by itself, or as part of specified conditions, prohibits such a further encumbrance except upon the satisfaction Crossed Mortgage Loan group or group of specified conditions Mortgage Loans with affiliated Borrowers has (a) a Loan-to-Value Ratio equal to or fully prohibits such greater than 85% or (b) a further encumbrance, Debt Service Coverage Ratio equal to or less than 1.2x (in each case, other than an encumbrance treating the existing debt on the subject Mortgaged Property and the proposed additional debt as if such total debt were a single Mortgage Loan), or with respect to a CoMoody's, has an original principal balance that is one of the ten higxxxx xxiginal principal balances in the Mortgage Pool, and provided, further, that the Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold under any "due-op on-sale" or "due-on-encumbrance" clause under any Mortgage Loan for which it acts as Master Servicer until it has received the consent of the Special Servicer (the giving of which consent shall be subject to which the NCBSection 3.24; and provided, FSB Subordinate Debt Conditions have been satisfiedfurther, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of that, subject to the related Mortgage Loan DocumentsDocuments and applicable law, neither such Master Servicer nor such Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" or "due-on-encumbrance" clause under any Mortgage Loan, or approve the assumption of any Mortgage Loan, unless in any such case, all associated costs and expenses are covered without any expense to the Trust (it being understood and agreed that, except as expressly provided herein, neither such Special Servicer nor such Master Servicer shall be obligated to cover or assume any such costs or expenses); and provided, further, that neither the Master Servicer nor the Special Servicer shall (to the extent that it is within the control thereof to prohibit such event) consent to the transfer of any Mortgaged Property which secures a Cross-Collateralized Group unless (i) all of the Mortgaged Properties securing such Cross-Collateralized Group are transferred simultaneously by the respective Borrower or (ii) it obtains the consent of the Controlling Class Representative, subject to the limitations of Section 3.24(b). The Master Servicer and the Special Servicer shall each provide the other and the Controlling Class Representative with all such information as each may reasonably request in order to make any determination required under this paragraph. In connection with any permitted assumption of any Mortgage Loan or waiver of a "due-on-sale" or "due-on-encumbrance" clause thereunder, the applicable Master Servicer (with respect to in the case of a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to in the case of a Specially Serviced Mortgage Loan) shall obtain prepare all documents necessary and appropriate for such purposes and shall coordinate with the relevant information related Borrower for the due execution and review and make a determination to either (i) disapprove delivery of such request for approval of documents. If the Master Servicer or the Special Servicer collects an assignment and assumption fee or an assumption application fee in connection with any transfer or further encumbrance (proposed transfer of any interest in the case of a Borrower request for approval thereof) or a Mortgaged Property, then such Master Servicer or such Special Servicer, as applicable, will apply that fee to cover the costs and expenses associated with that transfer or proposed transfer that are not waive any violation of otherwise paid by the relevant due-on-sale clause related Borrower and that would otherwise be payable or due-on-encumbrance clause or (ii) if in the best economic interest reimbursable out of the Trust andFund, if applicableincluding any Rating Agency fees and expenses, to the extent such fees and expenses are expressly required to be paid by the related Borrower under the related Mortgage Loan Document or applicable law. Any remaining portion of such assumption fee (such remaining portion, a "Net Assumption Fee") or of such assumption application fee (such remaining portion, a "Net Assumption Application Fee") will be applied as additional compensation to the Master Servicer or the Special Servicer in accordance with Section 3.11. Neither the Master Servicer nor the Special Servicer shall waive any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)assumption fee or assumption application fee, approve to the request or waive extent it would constitute additional compensation for the effect other such party, without the consent of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:such other party.

Enforcement of Alienation Clauses. (a) If the provisions of any With respect to all Mortgage Loans other than Specially Serviced Mortgage Loan Loans, the Master Servicer or, in the case of a Specially Serviced Mortgage Loan, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or Serviced Loan Combination expressly permits the assignment further encumbrances of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the on transfers of interests in the related BorrowerMortgagor, in each case upon unless the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loanthe written consent of the Special Servicer) or the applicable Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer) or the Special Servicer, as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other an Officers' Certificate setting forth the basis for such determination. The Master Servicer or the Special Servicer shall not exercise (and the Special Servicer shall not consent to) any such waiver in respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and due-on-encumbrance provision of any Mortgage Loan without receiving the prior written confirmation from the Rating Agencies that such action would not waive any violation result in a downgrading, qualification or withdrawal of the relevant ratings then assigned to the Certificates. The Master Servicer or the Special Servicer shall not exercise (and the Special Servicer shall not consent to) any such waiver in respect of a due-on-sale clause provision of any Mortgage Loan for which the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or due-on-encumbrance clause have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are (i) as to DCR equal to or greater than 2% of the aggregate Stated Principal Balance of all Mortgage Loans and (ii) as to Standard & Poor's, equal to or greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or $20,000,000, without receiving the prior written confirmation from the applicable Rating Agency that such action would not result in a downgrading, qualification (if applicable) or withdrawal of any of the ratings then assigned to the Certificates. In the event that such Mortgage Loan does not meet the criteria set forth in (i) and (ii) in the best economic interest of prior sentence, and the Trust andMortgage Loan documents contain a requirement for Rating Agency approval, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request Master Servicer or the Special Servicer may waive such requirement without Rating Agency approval in accordance with the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:Servicing Standards.

Enforcement of Alienation Clauses. The Master Servicer (awith respect to Performing Mortgage Loans) If and the provisions of any Special Servicer (with respect to Specially Serviced Mortgage Loan Loans), on behalf of the Trustee as the mortgagee of record, shall enforce any restrictions, contained in the related Mortgage or Serviced Loan Combination expressly permits the assignment other related loan document on transfers or further encumbrances of the related Mortgaged Property to, (other than the Crystal Pavilion/Xxxxx Building Mortgaged Property) and assumption of such Mortgage Loan by, another Person, or the on transfers of interests in the related BorrowerBorrower (other than the Borrower under the Crystal Pavilion/Xxxxx Building Mortgage Loan), unless the Master Servicer or the Special Servicer, as the case may be, has determined, in its reasonable, good faith judgment, that waiver of such restrictions would be in accordance with the Servicing Standard; provided that neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance" clause until it has received written confirmation from each case upon Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates; and provided, further, that neither the satisfaction Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" clause until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of specified conditionsRated Certificates, prohibits if such an assignment "due-on-sale" clause involves any Mortgage Loan that, individually or together with all other Mortgage Loans, if any, that are in the same Cross-Collateralized Group as such Mortgage Loan, has a Cut-off Date Principal Balance in excess of $20,000,000; and assumption provided, further, that the Master Servicer shall not waive any right it has, or transfer except upon grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" or "due-on-encumbrance" clause until it has received the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer consent of the related Mortgaged Property or of interest(s) in such Borrower in violation of Special Servicer; and provided, further, that, subject to the related Mortgage Loan DocumentsDocuments and applicable law, neither the Master Servicer nor the Special Servicer shall waive any right it has, or if grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" or "due-on-encumbrance" clause under any Mortgage Loan, or approve the provisions assumption of any Serviced Mortgage Loan, unless in any such case, all associated costs and expenses are covered without any expense to the Trust (it being understood and agreed that, except as expressly provided herein, neither the Special Servicer nor the Master Servicer shall be obligated to cover or assume any such costs or expenses); and provided, further, that neither the Master Servicer nor the Special Servicer shall (to the extent that it is within the control thereof to prohibit such event) consent to the transfer of any Mortgaged Property which secures a Cross-Collateralized Group unless all of the Mortgaged Properties securing such Cross-Collateralized Group are transferred simultaneously by the respective Borrower. The Master Servicer and the Special Servicer shall each provide the other with all such information as each may reasonably request in order to make such determination and as to the Master Servicer, to obtain the Special Servicer's consent. In connection with any permitted assumption of any Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, (other than an encumbrance with respect to the Crystal Pavilion/Xxxxx Building Loan) or waiver of a Co"due-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance on-sale" or enters into a further encumbrance in violation of the related Mortgage Loan Documents"due-on-encumbrance" clause thereunder, the applicable Master Servicer (with respect to in the case of a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to in the case of a Specially Serviced Mortgage Loan) shall obtain prepare all documents necessary and appropriate for such purposes and shall coordinate with the relevant information related Borrower for the due execution and review and make a determination to either (i) disapprove delivery of such request for approval of documents. If the Master Servicer or the Special Servicer collects an assignment and assumption fee or an assumption application fee in connection with any transfer or further encumbrance (proposed transfer of any interest in the case of a Borrower request for approval thereof) or a Mortgaged Property, then the Master Servicer or the Special Servicer, as applicable, will apply that fee to cover the costs and expenses associated with that transfer or proposed transfer that are not waive any violation of otherwise paid by the relevant due-on-sale clause related Borrower and that would otherwise be payable or due-on-encumbrance clause or (ii) if in the best economic interest reimbursable out of the Trust andFund, if including any Rating Agency fees and expenses to the extent such fees and expenses are collectible under applicable law and the Master Servicer or the Special Servicer, as applicable, fails to enforce such requirement in accordance with such Mortgage Loan Documents. Any remaining portion of such assumption fee (such remaining portion, a "Net Assumption Fee") or of such assumption application fee (such remaining portion, a "Net Assumption Application Fee") will be applied as additional compensation to the Master Servicer or the Special Servicer in accordance with Section 3.11. Neither the Master Servicer nor the Special Servicer shall waive any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)assumption fee or assumption application fee, approve to the request or waive extent it would constitute additional compensation for the effect other such party, without the consent of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:such other party.

Enforcement of Alienation Clauses. (a) If If, with respect to any Performing Mortgage Loan, the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits Master Servicer receives a request from a Mortgagor regarding the assignment transfer of the related Mortgaged Property to, and assumption of such Performing Mortgage Loan by, another Person and/or transfers of certain interests in such Mortgagor (including, without limitation, sales or transfers of the related Mortgaged Property (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners) or, in the case of a Performing Mortgage Loan that by its terms permits transfer or assumption without the consent of the lender so long as certain conditions are satisfied, a request by the related Mortgagor for a determination that such conditions have been satisfied, then the Master Servicer shall immediately notify the Special Servicer of such request, perform an underwriting analysis in connection therewith and deliver to the Special Servicer such underwriting analysis and any documents or other materials that the Master Servicer shall have received regarding the proposed transfer and, if applicable, the proposed assumption. The Special Servicer shall have the right hereunder to, in accordance with the Servicing Standard, withhold or grant consent to any such request for such transfer and/or assumption and/or to make a determination as to whether the conditions to transfer or assumption (as described above) have been satisfied, as applicable, each in accordance with the terms of the subject Performing Mortgage Loan and this Agreement; provided that any grant of consent on the part of the Special Servicer shall be subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if and as applicable. If the Special Servicer, in accordance with the Servicing Standard, (i) withholds or denies its consent to any such request for such transfer and/or assumption with respect to any Performing Mortgage Loan and/or (ii) determines, with respect to any Performing Mortgage Loan that by its terms permits transfer or assumption without lender consent so long as certain conditions are satisfied, that such conditions have not been satisfied, then in either case the Master Servicer shall not permit the requested transfer or assumption of such Performing Mortgage Loan. If the Special Servicer consents to such proposed transfer and/or assumption and/or determines that the conditions to transfer or assumption have been satisfied, the Master Servicer shall process such request of the related Mortgagor; and, in the case of a transfer of the related Mortgaged Property to, and assumption of such Performing Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such Master Servicer (subject to Section 3.08(d)) shall be authorized to enter into an assignment and assumption or transfer except upon substitution agreement with the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transferPerson, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into which shall be a transfer of Single Purpose Entity, to whom the related Mortgaged Property has been or of interest(s) in is proposed to be conveyed and/or release the original Mortgagor from liability under such Borrower in violation of the related Performing Mortgage Loan Documents, or if and substitute as obligor thereunder the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of Person to whom the related Mortgaged Property upon has been or is proposed to be conveyed; provided, however, that the satisfaction of specified conditionsMaster Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, prohibits such a further encumbrance except upon or on parity with, the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation lien of the related Mortgage Loan DocumentsMortgage. The Master Servicer shall notify the Trustee, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan Special Servicer, each Rating Agency, the Controlling Class Representative and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereofLoan Combination that consists of Performing Mortgage Loans, the related Non-Trust Mortgage Loan Noteholder(s), and, in the case of each of the 000 Xxxx Xxxxxx Trust Mortgage Loan and the Courtyard by Marriott Trust Mortgage Loan, the related Directing Certificateholder, of any assumption or substitution agreement executed pursuant to this Section 3.08(a) and not waive any violation shall forward thereto a copy of such agreement together with a Review Package. Subject to the terms of the relevant duerelated loan documents, no assumption of a Cross-onCollateralized Mortgage Loan shall be made without the assumption of all other Trust Mortgage Loans making up the related Cross-sale clause or due-on-encumbrance clause or (ii) if in Collateralized Group. Further, subject to the best economic interest terms of the Trust andrelated loan documents and applicable law, if applicableno assumption of a Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs in connection therewith, including any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)arising from seeking Rating Agency confirmation, approve are paid by the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:related Mortgagor.

Enforcement of Alienation Clauses. (a) If Subject to the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documentssecond following paragraph, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or and the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) ), on behalf of the Trustee as the mortgagee of record, shall obtain enforce any "due-on-sale" or "due-on-encumbrance" clauses and any other restrictions contained in the relevant information related Mortgage or other related loan document on transfers or further encumbrances of the related Mortgaged Property and review and make a determination to either on transfers of interests in the related Borrower, unless the applicable Master Servicer or the applicable Special Servicer, as the case may be, has (i) disapprove determined, in its reasonable judgment, that waiver of such restrictions would be in accordance with the Servicing Standard and (ii) complied with the applicable requirements, if any, of SECTION 3.20(a) and SECTION 3.24; PROVIDED that, subject to the related Mortgage Loan Documents and applicable law, neither the applicable Master Servicer nor the applicable Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-encumbrance" clause under any Mortgage Loan (other than a Co-op Mortgage Loan as to which the NCBFSB Subordinate Debt Conditions have been satisfied) until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates; and PROVIDED, FURTHER, that, if the affected Mortgage Loan, individually or together with all other Mortgage Loans, if any, that are in the same Cross-Collateralized Group as such Mortgage Loan is one of the 10 largest Mortgage Loans then in the trust or has a Cut-off Date Principal Balance in excess of $18,000,000, then, subject to the related Mortgage Loan Documents and applicable law, neither the applicable Master Servicer nor the applicable Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" clause under any Mortgage Loan until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates; and PROVIDED, FURTHER, that, subject to the related Mortgage Loan Documents and applicable law, the applicable Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-encumbrance" clause under any Mortgage Loan (other than a Co-op Mortgage Loan as to which the NCBFSB Subordinate Debt Conditions have been satisfied) until it has delivered to the applicable Special Servicer its recommendation and analysis of the request, together with a copy of the materials and information upon which such recommendation is based, and has received the consent of the applicable Special Servicer (the giving of which consent shall be subject to the Servicing Standard and SECTION 3.24), which consent shall be deemed given if not denied in writing within 10 Business Days of receipt by the applicable Special Servicer of the applicable Master Servicer's written recommendation and analysis and any additional information requested by the applicable Special Servicer or the Controlling Class Representative; and PROVIDED, FURTHER, that, subject to the related Mortgage Loan Documents and applicable law, the applicable Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" clause under any Mortgage Loan until it has received the consent of the applicable Special Servicer (the giving of which consent shall be subject to the Servicing Standard and SECTION 3.24), which consent shall be deemed given if not denied in writing within 10 Business Days of receipt by the applicable Special Servicer of the applicable Master Servicer's written recommendation and analysis and any additional information requested by the applicable Special Servicer or the Controlling Class Representative; and PROVIDED, FURTHER, that, subject to the related Mortgage Loan Documents and applicable law, neither the applicable Master Servicer nor the applicable Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" or "due-on-encumbrance" clause under any Mortgage Loan, or approve the assumption of any Mortgage Loan, unless in any such case, all associated costs and expenses are covered without any expense to the Trust (it being understood and agreed that, except as expressly provided herein, neither the applicable Master Servicer nor the applicable Special Servicer shall be obligated to cover or assume any such costs or expenses); and PROVIDED, FURTHER, that neither the applicable Master Servicer nor the applicable Special Servicer shall (to the extent that it is within the control thereof to prohibit such event) consent to the transfer of any Mortgaged Property which secures a Cross-Collateralized Group unless (i) all of the Mortgaged Properties securing such Cross-Collateralized Group are transferred simultaneously by the respective Borrower or (ii) it obtains the consent of the Controlling Class Representative, which consent shall be deemed given if not denied in writing within 10 Business Days of receipt by the Controlling Class Representative of written notice of such action and all reasonably requested information related thereto. In the case of any Mortgage Loan, the applicable Master Servicer and the applicable Special Servicer shall each provide the other with all such information as each may reasonably request for approval in order to perform its duties under this section. In connection with any permitted assumption of an assignment and assumption any Mortgage Loan or transfer waiver of a "due-on-sale" or further encumbrance "due-on-encumbrance" clause thereunder, the applicable Master Servicer (in the case of a Performing Mortgage Loan) or the applicable Special Servicer (in the case of a Specially Serviced Mortgage Loan) shall prepare all documents necessary and appropriate for such purposes and shall coordinate with the related Borrower request for approval thereofthe due execution and delivery of such documents. Notwithstanding the foregoing, and regardless of whether a particular Co-op Mortgage Loan contains specific provisions regarding the incurrence of subordinate debt, or prohibits the incurrence of subordinate debt, or requires the consent of the Mortgagee in order to incur subordinate debt, the Co-op Master Servicer may, nevertheless, in accordance with the Servicing Standard, without the need to obtain any consent hereunder (and without the need to obtain a ratings confirmation), permit the related Borrower to incur subordinate debt if the NCBFSB Subordinate Debt Conditions have been met (as certified in writing to the Trustee and the Controlling Class Representative by the Co-op Master Servicer no later than five Business Days prior to the making of the subject subordinate loan without right of reimbursement from the Trust) which certification shall include notice of the circumstances of the waiver, including information necessary for the Controlling Class Representative to determine whether the NCBFSB Subordinate Debt Conditions have been satisfied); PROVIDED that, subject to the related Mortgage Loan Documents and applicable law, the Co-op Master Servicer shall not waive any violation of the relevant right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale encumbrance" clause under any Mortgage Loan, pursuant to this paragraph, unless in any such case, all associated costs and expenses are covered without any expense to the Trust. If a Master Servicer or due-on-encumbrance clause Special Servicer collects an assumption fee or (ii) if an assumption application fee in connection with any transfer or proposed transfer of any interest in a Borrower or a Mortgaged Property, then such Master Servicer or Special Servicer, as applicable, will apply that fee to cover the best economic interest costs and expenses associated with that transfer or proposed transfer that are not otherwise paid by the related Borrower and that would otherwise be payable or reimbursable out of the Trust andFund, if applicableincluding any Rating Agency fees and expenses to the extent such fees and expenses are collectible under applicable law and the applicable Master Servicer or Special Servicer, as appropriate, fails to enforce such requirement in accordance with the related Mortgage Loan Documents. Any remaining portion of such assumption fee (such remaining portion, a "NET ASSUMPTION FEE") or of such assumption application fee (such remaining portion, a "NET ASSUMPTION APPLICATION FEE") will be applied as additional compensation to the applicable Master Servicer or the applicable Special Servicer in accordance with SECTION 3.11. Neither the applicable Master Servicer nor the applicable Special Servicer shall waive any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)assumption fee or assumption application fee, approve to the request or waive extent it would constitute additional compensation for the effect other such party, without the consent of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:such other party.

Enforcement of Alienation Clauses. (a) If The Servicer shall promptly notify the provisions Special Servicer of any Serviced intent of, or request on the part of, a Borrower under the Mortgage Loan if it is a Performing Loan or Serviced Loan Combination expressly permits any principal of such Borrower in connection with the assignment transfer or further encumbrance of a Mortgaged Property or the transfer of an interest in such Borrower. The Special Servicer, on behalf of the related Trustee as the mortgagee of record, shall evaluate any right to transfer and, subject to Section 3.24, shall enforce the restrictions contained in the Mortgage on ------------ transfers or further encumbrances of the Mortgaged Property to, Properties and assumption of such Mortgage Loan by, another Person, or the on transfers of interests in the related Borrower, unless the Special Servicer has determined, in each case upon its reasonable judgment, that waiver of such restrictions would be in accordance with the satisfaction of specified conditionsServicing Standard; provided, prohibits such an assignment and assumption or transfer except upon that the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan DocumentsSpecial Servicer shall not waive -------- any right it has, or if the provisions of grant any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditionsconsent it is otherwise entitled to withhold, prohibits until it has received written confirmation from each Rating Agency that such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, action would not result in each case, other than an encumbrance Adverse Rating Event with respect to a Co-op Mortgage Loan as to which any Class of Regular Certificates. The Servicer shall provide the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect all such information as the Special Servicer may reasonably request in order to a Specially Serviced Mortgage Loan) shall obtain make the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in that the case waiver of a Borrower request for approval thereof) and not waive any violation of the relevant "due-on-sale clause sale" or "due-on-encumbrance encumbrance" clause or is in accordance with the Servicing Standard. In making such determination, the Special Servicer shall, among other things, take into account, subject to the Servicing Standard and the related loan documents, any increase in taxes (ii) if in the best economic interest based on a fully assessed number calculated off of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(sproposed purchase price) (as a collective whole), approve the request or waive the effect result of the due-on-sale or due-on-encumbrance clause; provided that all transfer. The Special Servicer shall compute a debt service coverage for the Mortgage Loan using leasing commissions, tenant improvement costs and capital expenditures deducted from cash flow in amounts equal to the Seller's capital expenditures, tenant improvement costs and leasing commission items at origination and taxes based on a fully assessed number calculated off of the following conditions and/or restrictions proposed purchase price and shall apply:provide copies of the results of such calculation to each Rating Agency showing a comparison of the recalculated debt service coverage ratio versus the debt service coverage ratio at origination. Notwithstanding the foregoing, the Special Servicer shall not consent to such waiver unless it has received a written confirmation from each Rating Agency that such waiver will not, in and of itself, result in an Adverse Rating Event with respect to any Class of Regular Certificates then outstanding.