Common use of Enforcement of Alienation Clauses Clause in Contracts

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will 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. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion 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 the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall 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(a) or Section 6.11(c), as the case may be, 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 Officer’s 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 that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage 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, 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 (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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, the Special Servicer shall not 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, are 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 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, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses (a), (b) and (c) of this sentence, the Special Servicer may waive such requirement without approval by Xxxxx’x or S&P 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) Upon receipt of any request As to each Loan which contains a provision in the nature of a waiver in respect of a (i) "due-on-sale" clause, which by its terms (1) provides that such Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or of a controlling interest in the related Mortgagor; or (2) provides that such Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, for so long as such Loan is included in the Trust Fund, or (ii) as to each Loan which contains a provision in the nature of a "due-on-encumbrance" clause, which 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 provision with respect on the related Mortgaged Property; or (2) requires the consent of the mortgagee to a Mortgage Loanthe creation of any such additional lien or other encumbrance on the related Mortgaged Property, each of the Master Servicer shall promptly forward such request to and the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will 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. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion Loans), the Special ServicerServicer shall, on behalf of the Trustee as the mortgagee of record, shallas 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 extent permitted by applicable lawpayments thereon, enforce the restrictions contained or (y) to withhold its consent to any such sale or other transfer, 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(a) or Section 6.11(c), as the case may be, which notice shall be given by the Special Servicer no later than three Business Days after receipt of such request) has determined, a manner consistent with the Servicing Standard. Notwithstanding anything to the contrary contained herein, that waiver of such restrictions would be in accordance with neither the Servicing Standard. Promptly after the Special Master Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, 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, nor the Special Servicer shall deliver waive any right it has, or grant any consent it is otherwise entitled to the Trusteewithhold, the Rating Agencies and each other party hereto an Officer’s Certificate setting forth the basis for such determination. The Special Servicer shall not exercise under any such waiver in respect of a related "due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized sale" or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a "due-on-encumbrance provision of any Mortgage Loan (i) with respect to which (a) encumbrance" clause, unless both the aggregate of the Stated Principal Balance of such Mortgage Loan Master Servicer 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 (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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, the Special Servicer shall not waive any such restriction with respect to which (a) have followed the aggregate of procedures set forth for those Loans in 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, are 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 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, further, that, if the Mortgage Loan does not meet the criteria manner set forth in the immediately below clauses (a), i) through (b) and (c) of this sentence, the Special Servicer may waive such requirement without approval by Xxxxx’x or S&P 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.vi):

Enforcement of Alienation Clauses. (a) Upon receipt of any request As to each Loan that contains a provision in the nature of a waiver in respect of a (i) "due-on-sale" clause, which by its terms (1) provides that such Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or of a controlling interest in the related Mortgagor; or (2) provides that such Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, for so long as such Loan is included in the Trust Fund, or (ii) as to each Loan that contains a provision in the nature of a "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 provision with respect on the related Mortgaged Property; or (2) requires the consent of the mortgagee to a Mortgage Loanthe creation of any such additional lien or other encumbrance on the related Mortgaged Property, each of the Master Servicer shall promptly forward such request to and the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will 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. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion Loans), the Special ServicerServicer shall, on behalf of the Trustee as the mortgagee of record, shallas 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 extent permitted by applicable lawpayments thereon, enforce the restrictions contained or (y) to withhold its consent to any such sale or other transfer, 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(a) or Section 6.11(c), as the case may be, which notice shall be given by the Special Servicer no later than three Business Days after receipt of such request) has determined, a manner consistent with the Servicing Standard. Notwithstanding anything to the contrary contained herein, that waiver of such restrictions would be in accordance with neither the Servicing Standard. Promptly after the Special Master Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, 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, nor the Special Servicer shall deliver waive any right it has, or grant any consent it is otherwise entitled to the Trusteewithhold, the Rating Agencies and each other party hereto an Officer’s Certificate setting forth the basis for such determination. The Special Servicer shall not exercise under any such waiver in respect of a related "due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized sale" or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a "due-on-encumbrance provision of any Mortgage Loan (i) with respect to which (a) encumbrance" clause, unless both the aggregate of the Stated Principal Balance of such Mortgage Loan Master Servicer 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 (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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, the Special Servicer shall not waive any such restriction with respect to which (a) have followed the aggregate of procedures set forth for those Loans in 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, are 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 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, further, that, if the Mortgage Loan does not meet the criteria manner set forth in the immediately below clauses (a), i) through (b) and (c) of this sentence, the Special Servicer may waive such requirement without approval by Xxxxx’x or S&P 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.vi):

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision provision, the Master Servicer, with respect to a Mortgage LoanLoans (other than the 2005-C17 Serviced Mortgage Loans) that are not Specially Serviced Mortgage Loans, the Master Servicer shall promptly forward such request to and the Special Servicer, whowith respect to Specially Serviced Mortgage Loans, if otherwise permitted pursuant to this Agreement, will 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 SectionSection 3.08. With respect to all Mortgage Loans and Companion Loans (other than the Non-Specially Serviced Mortgage Loans and their related Companion the 2005-C17 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 providing 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 12 Business Days notice may reasonably request for the analysis of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may berequest, which notice shall be given by the Special Servicer no later than three 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 (after providing with the written consent of the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(cthe extent required in the preceding sentence), as the case may beapplicable, 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 Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s 's Certificate setting forth the basis for such determination. The Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise 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, 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 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 to the Certificates and (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(c) have been met or (bd) such Mortgage Loan has a Loan-to-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 1.20x 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 not waive any such restriction with respect without receiving prior written confirmation from Moody's and S&P that such action would not result in a downgrading, qxxxxxxxation or withdrawal of the ratings then assigned to which the Certificates; provided that, if the Mortgage Loan (a) the does not have an aggregate of the Stated Principal Balance of such Mortgage Loan and (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, is ) equal to or in excess of $35,000,000 (or $25,000,000 with respect to Xxxxx’xMoody's), (b) the does not have an aggregate of the Stated Principal Balance of such Mortgage Loan and (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, are ) greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (c) such Mortgage Loan 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 receiving prior written confirmation from Xxxxx’x and by S&P that such action would not result in a downgrading, qualification or withdrawal of accordance with the ratings then assigned to the CertificatesServicing Standard; provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses clause (a), (b) and (cii) of this the immediately preceding sentence, the Master Servicer or Special Servicer Servicer, as applicable, may waive such requirement without approval by Xxxxx’x S&P or S&P Moody's in accordance with the Servicing Standard. With respect to each Coeaxx Xx-Lender Xender Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will 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. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion 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 the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall 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(a) or Section 6.11(c), as the case may be, 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 Officer’s 's 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 that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage 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, 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 (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 Moody's that such action would not result in a downgrading, qualification or qualificaxxxx xx withdrawal of the ratings then assigned to the Certificates and (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and or (i)(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 or a Debt Service Coverage Ratio (calculated to include the additional debt from any encumbrance) of 1.20x 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, the Special Servicer shall not 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’xMoody's), (b) the aggregate of the Stated Principal Balance of such Mortgage Mxxxxxxx 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 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 Moody's and S&P that such action would not result in a downgrading, qualification qxxxxxxxation or withdrawal of the ratings then assigned to the Certificates; provided, further, that, if the Mortgage Loan does not meet any of the criteria set forth in clauses (a), (b) and (c) of this sentence, the Special Servicer may waive such requirement without approval by Xxxxx’x Moody's or S&P in accordance with the Servicing Standard. With respect to each respecx xx xxch Co-Lender Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. Each Master Servicer (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Performing Mortgage Loan, the Loans for which it acts as Master Servicer) and each Special Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will 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. With respect to all Mortgage Loans and Companion Loans (other than the Non-Specially Serviced Mortgage Loans and their related Companion Loans), the for which it acts as Special Servicer), on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, shall enforce the any "due-on-sale" or "due-on-encumbrance" clauses and any other 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 MortgagorBorrower, unless the applicable Master Servicer or the applicable Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c)Servicer, as the case may be, which notice shall be given by the Special Servicer no later than three Business Days after receipt of such requesthas (i) has determined, consistent with the Servicing Standardin its reasonable judgment, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after Standard and (ii) complied with the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice applicable requirements, if any, of such proposed action pursuant to Section 6.11(a) or Section 6.11(c3.20(a), as Section 3.23, Section 3.24 and Section 3.27; provided that, subject to the case may berelated Mortgage Loan Documents and applicable law, which notice shall be given by neither the Special applicable Master Servicer no later than three Business Days after receipt of such request) has made any such determination, nor the applicable Special Servicer shall deliver waive any right it has, or grant any consent it is otherwise entitled to the Trusteewithhold, the Rating Agencies and each other party hereto an Officer’s Certificate setting forth the basis for such determination. The Special Servicer shall not exercise in accordance with any such waiver in respect of a related "due-on-encumbrance provision of encumbrance" clause under any Mortgage Loan that is cross(other than a Co-collateralized or cross-defaulted op Mortgage Loan as to which the NCBFSB Subordinate Debt Conditions have been satisfied) until it has received written confirmation from (i) Moody's, (ii) with one of the ten largest respect to any Mortgage Loans or Loan with a Stated Principxx Xxxxnce that is one of the ten largest highest Stated Principal Balances in the Mortgage Loans as Pool, Fitch, and (iii) with respect to any Mortgage Loan (A) with a Stated Principal Balance that is one of the date ten highest Stated Principal Balances in the Mortgage Pool, (B) has a Cut-off Date Principal Balance in excess of $18,000,000, (C) represents more than 5% of the waiver Mortgage Pool, (by Stated Principal Balance)D) has an aggregate debt service coverage ratio less than 1.20x or (E) has an aggregate loan-to-value ratio greater than 85%, without written confirmation from Fitch S&P, that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan (i) an Adverse Rating Event with respect to which (a) the aggregate any Class 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 (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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, the Special Servicer shall not 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, are 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 Xxxxx’x and S&P that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the 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 does (i) with a Stated Principal Balance that is one of the ten highest Stated Principal Balances in the Mortgage Pool, (ii) has a Cut-off Date Principal Balance in excess of $18,000,000 or (iii) represents more than 5% of the Mortgage Pool, 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 meet result in an Adverse Rating Event with respect to any Class of Rated Certificates; and provided, further, that, subject to the criteria set forth 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 clauses accordance with any related "due-on-encumbrance" clause under any Mortgage Loan (aother 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 Sections 3.23, 3.24 and 3.27), (b) 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 (c) of this sentenceanalysis 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 such Master Servicer nor such 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 (or, if no information is requested within ten (10) Business Days of receipt of written notice). 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 waive reasonably request in order to perform its duties under this section. In connection with any permitted assumption of any Mortgage Loan or waiver of a "due-on-sale" or "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 requirement without approval by Xxxxx’x purposes and shall coordinate with the related Borrower for the 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 S&P prohibits the incurrence of subordinate debt, or requires the consent of the Mortgagee in order to incur subordinate debt, the NCBFSB Master Servicer may, nevertheless, in accordance with the Servicing Standard. With respect , without the need to each Co-Lender Loanobtain 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 NCBFSB Master Servicer no waiver later than five Business Days prior to the making of a 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 NCBFSB 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 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 provision will be effective unless the a Special Servicer first consults 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 Fund, including 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 Subordinate Companion Holder if required under 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; provided, however, that with respect to the Washington Center Total Loan, any Net Assumption Fee that is payable to the related B Holder pursuant to the related A/B Intercreditor AgreementAgreement shall be paid to the General Master Servicer and the General Special Servicer in accordance with Section 3.11. It is hereby acknowledged that the assumption application fee and the assumption fee paid in connection with the assumption of the Mortgaged Property identified on the Mortgage Loan Schedule as The Crossings, by Chelsea Pocono Finance, LLC on or about June 12, 2003, has been retained by the Column Mortgage Loan Seller and shall not be payable to any Master Servicer or any Special Servicer. Neither the applicable Master Servicer nor the applicable Special Servicer shall waive any 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.

Enforcement of Alienation Clauses. (a) Upon receipt In the event that the Master Servicer receives a request from a Mortgagor pursuant to the provisions of any request of Mortgage Loan (other than a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Specially Serviced Mortgage Loan) that expressly permit, with the 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 or transfers of certain interests in such Mortgagor, the Master Servicer shall promptly forward obtain relevant information for purposes of evaluating such request request. If the Master Servicer recommends to approve such transfer and/or assumption, the Master Servicer shall promptly provide to the Special Servicer a written copy of such recommendation (which shall include the reason therefor) and the materials upon which such recommendation is based and the Special Servicer shall provide a written copy of such recommendation and materials to the Controlling Class Representative. 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, whoto reasonably withhold or, if otherwise permitted pursuant subject to Section 3.08(d) and Section 6.08, grant consent to any such request for such transfer and/or assumption in accordance with the terms of the Mortgage Loan and this Agreement, will analyze including, without limitation, the Servicing Standard. If the Special Servicer does not respond within 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. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion Loans)10 Business Day period, the Special Servicer's consent shall be deemed granted. The Controlling Class Representative shall have the right, on behalf within five business days following a response from the Special Servicer or the expiration of the Trustee as the mortgagee of record, shall10 Business Day period, to analyze and approve the extent permitted recommendation of the Special Servicer. If the Controlling Class Representative does not respond within such five business days, the action proposed by applicable lawthe Special Servicer shall be deemed granted. If the Special Servicer consents or is deemed to have consented to such proposed transfer and/or assumption, enforce the restrictions contained Master Servicer shall process such request of the related Mortgagor; and, in the related Mortgage on transfers or further encumbrances case of a transfer of the related Mortgaged Property to, and assumption of such Mortgage 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 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 transfers a Mortgaged Property that is senior to, or on parity with, the lien of interests the 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 any relevant supporting documentation. The Master Servicer shall be entitled (as additional servicing compensation) to 50% of each assumption fee and 100% of each assumption application 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 assumption fee. The Master Servicer shall not be permitted to waive the payment of any such fee. Further, subject to the terms of the related loan documents and applicable law, no assumption of a Mortgage Loan shall be made or transfer of interest in a Mortgagor approved, unless all costs, including in connection with seeking Rating Agency confirmation (to the extent required under the related loan documents or this Agreement), in respect of such assumption or transfer are paid by the related Mortgagor; provided that, if and to the extent that Rating Agency confirmation is required by the related loan documents in connection with an assumption, but the costs associated therewith and any other costs associated with such assumption are not collected from the related Mortgagor, unless subject to the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to limitations described in Section 6.11(a) or Section 6.11(c2.03(e), as the case may be, which notice such unpaid costs shall be given satisfied 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(a) or Section 6.11(c), as the case may be, 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 Officer’s 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 that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage 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, 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 (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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, the Special Servicer shall not 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, are 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 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, further, that, if the Mortgage Loan does not meet Seller out of its own funds without right of reimbursement from the criteria set forth in clauses (a), (b) and (c) of this sentence, the Special Servicer may waive such requirement without approval by Xxxxx’x or S&P 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor AgreementTrust Fund.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision provision, the Master Servicer, with respect to a Mortgage LoanLoans that are not Specially Serviced Mortgage Loans, the Master Servicer shall promptly forward such request to and the Special Servicer, whowith respect to Specially Serviced Mortgage Loans, if otherwise permitted pursuant to this Agreement, will 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 SectionSection 3.08. With respect to all Mortgage Loans and Companion Loans (other than the Non-Specially Serviced Mortgage Loans and their related Companion 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 providing 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 12 Business Days notice may reasonably request for the analysis of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may berequest, which notice shall be given by the Special Servicer no later than three 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 (after providing with the written consent of the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(cthe extent required in the preceding sentence), as the case may beapplicable, 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 Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s 's Certificate setting forth the basis for such determination. The Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise 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, Moody's and DBRS that such action would not result in a downgrading, xxxxxxxcation 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 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 to the Certificates and (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(c) have been met or (bd) 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 1.20x 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 not waive any such restriction with respect without receiving prior written confirmation from S&P, Moody's and DBRS that such action would not result in a downgrading, xxxxxxxcation or withdrawal of the ratings then assigned to which the Certificates; provided that, if the Mortgage Loan (a) the does not have an aggregate of the Stated Principal Balance of such Mortgage Loan and (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, is ) equal to or in excess of $35,000,000 (or $25,000,000 with respect to Xxxxx’xMoody's), (b) the does not have an aggregate of the Stated Principal Balance of such Mortgage Loan and (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, are ) greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (c) such Mortgage Loan 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 receiving prior written confirmation from Xxxxx’x by S&P and S&P that such action would not result without confirmation by DBRS (with respect to item (c) only) in a downgrading, qualification or withdrawal of accordance with the ratings then assigned to the CertificatesServicing Standard; and provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses clause (a), (b) and (cii) of this the immediately preceding sentence, the Master Servicer or Special Servicer Servicer, as applicable, may waive such requirement without approval by Xxxxx’x S&P or S&P Moody's in accordance with the Servicing Standard. With respect to each Coeaxx Xx-Lender Xender Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision provision, the Master Servicer, with respect to a Mortgage Loans (other than the 2004-C10 Serviced Mortgage Loan) that are not Specially Serviced Mortgage Loans, the Master Servicer shall promptly forward such request to and the Special Servicer, whowith respect to Specially Serviced Mortgage Loans, if otherwise permitted pursuant to this Agreement, will 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 SectionSection 3.08. With respect to all Mortgage Loans and Companion Loans (other than the Non-Specially Serviced Mortgage Loans and their related Companion 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 providing 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 12 Business Days notice may reasonably request for the analysis of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may berequest, which notice shall be given by the Special Servicer no later than three 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 (after providing with the written consent of the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(cthe extent required in the preceding sentence), as the case may beapplicable, 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 Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s 's Certificate setting forth the basis for such determination. The Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise 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 Fitch 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 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 to the Certificates and (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(c) have been met or (bd) 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 1.20x 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 not waive any such restriction with respect without receiving prior written confirmation from S&P and Fitch that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to which the Certificates; provided that, if the Mortgage Loan (a) the does not have an aggregate of the Stated Principal Balance of such Mortgage Loan and (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, is ) equal to or in excess of $35,000,000 (or $25,000,000 with respect to Xxxxx’x)35,000,000, (b) the does not have an aggregate of the Stated Principal Balance of such Mortgage Loan and (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, are ) greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (c) such Mortgage Loan 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 receiving prior written confirmation from Xxxxx’x by S&P in accordance with the Servicing Standard; and S&P that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided, further, that, if the Mortgage Loan does not meet meets the criteria set forth in clauses (a), (b) and (cb) of this sentence, the Master Servicer or Special Servicer Servicer, as applicable, may waive such requirement without approval by Xxxxx’x S&P or S&P Fitch in accordance with the Servicing Standard. With respect to each Co-Lender AB Mortgage Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of 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 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: (i) in the case of a Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan, analyze such request, prepare all written materials in connection with such analysis and, if it approves such request in accordance with the Master Servicer shall Servicing Standard, close the related transaction, subject to Section 6.11, Section 6.12 and Section 6.13, in each case as and if applicable, and any applicable intercreditor, co-lender or similar agreement; and (ii) in the case of a Specially Serviced Mortgage Loan, promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will shall analyze such waiverrequest, including the preparation of shall prepare all written materials in connection with such analysis, and will shall, if it approves such request in accordance with the Servicing Standard, close the related transaction, subject to Section 6.11, Section 6.12 and Section 6.13, in each case as and if applicable, and any applicable intercreditor, co-lender or similar agreement; provided that neither a Master Servicer nor any Sub-Servicer on its behalf may waive any due-on-sale or due-on-encumbrance provision or consent to any assumption without the consent rights (of the Special Servicer and, if any) required under a related Co-Lender Agreement, the consent of each Companion Holder pursuant to the related Intercreditor Agreement as provided in this SectionServiced Non-Trust Mortgage Loan Noteholder(s). With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion Loans), the Special Servicer, on behalf of the Trustee as the mortgagee of recordrecord (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 and on transfers of interests in the related MortgagorMortgagor (either directly for Specially Serviced Mortgage Loans or by denying consent with respect to Serviced Mortgage Loans that are not Specially Serviced Mortgage Loans), unless the Special Servicer (after providing or, in the Controlling Class Representative 12 Business Days notice case of such proposed action pursuant a Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan, the applicable Master Servicer), subject to Section 6.11(a) or 6.11, Section 6.11(c)6.12 and Section 6.13, in each case if and as the case may beapplicable, which notice shall 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 or, if applicable, the Controlling Class Representative 12 Business Days notice of such proposed action pursuant applicable Master Servicer, subject to Section 6.11(a) or 6.11, Section 6.11(c)6.12 and Section 6.13, in each case if and as the case may beapplicable, 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 such servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s 's Certificate setting forth the basis for such determination. The None of the Master Servicers, the Special Servicer or a Sub-Servicer on behalf of any of them shall not exercise (or, in the case of the Special Servicer, consent to a Master Servicer exercising) any such waiver in respect of a due-on-encumbrance provision of of: (x) any Mortgage Loan that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Serviced Trust Mortgage Loan (i) with respect to which (a) 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-collateralizedcollateralized 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, (bii) 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-collateralizedcollateralized 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 (ciii) such 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 Xxxxx’x each Rating Agency that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned 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 (iiy) any Serviced Trust Mortgage Loan with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(c) have been met or (b) such Mortgage Loan has a related Loan-to-Value Ratio (calculated to include the additional existing indebtedness secured by any encumbranceencumbrance and the proposed additional debt) that is would be equal to or greater than 85% and a or the Debt Service Coverage Ratio (calculated to include the existing indebtedness secured by any encumbrance and the proposed additional debt from any encumbrancedebt) of 1.20x 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 downgradingLoan Combination that includes a Specially Designated Non-Trust Mortgage Loan, qualification or withdrawal and if S&P has rated any of the ratings then assigned to the Certificates. With 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, none of the Master Servicers, the Special Servicer or a waiver Sub-Servicer on behalf of any of them shall waive (or, in the case of the Special Servicer, consent to a Master Servicer waiving) any due-on-sale provision, the Special Servicer shall not waive provision of any such restriction Serviced Trust Mortgage Loan with respect to which (ai) 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-collateralizedcollateralized 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 or, in the case of Xxxxx'x, $25,000,000 with respect to Xxxxx’x20,000,000), (bii) 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-collateralizedcollateralized 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 (ciii) 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 Xxxxx’x and S&P each Rating Agency that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned an Adverse Rating Event with respect to the Certificates; provided, further, that, 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 clauses clause (ai), (bii) and or (ciii) of this the preceding sentence or clause (x) or (y) of the second preceding sentence, if and as applicable, then the Special Servicer (or, in the case of a Performing Serviced Trust Mortgage Loan, the applicable Master Servicer) may waive such the subject requirement without approval by Xxxxx’x or S&P any Rating Agency (or, if applicable, any Other Rating Agency) in accordance with the Servicing Standard. With respect 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 each Co-Lender Loanthe Mortgagor unless prohibited by the related loan documents, no waiver in which case such fees shall be Additional Trust Fund Expenses paid out of the Collection Account (or, in the case of a dueServiced 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 of any one or more Holder(s) of Regular Certificates and/or Floating Rate Certificates to receive any amount of principal or interest at the related Pass-on-sale or due-on-encumbrance provision will 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 effective unless 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 first consults (or, in the case of a Performing Serviced Trust Mortgage Loan, the applicable Master 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 Subordinate Companion Holder if required under Mortgaged Property, as applicable, without lender consent upon the satisfaction of certain conditions, that such conditions have not been satisfied, then neither the applicable Intercreditor AgreementMaster Servicer nor any Sub-Servicer on its behalf may 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 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 Loans. Each request for rating confirmation contemplated by the foregoing paragraph shall be accompanied by a recommendation of whether to waive the subject restrictions and an analysis supporting such recommendation.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loanprovision, the Master Servicer shall promptly forward such request to the Special ServicerServicer along with a written recommendation and rationale therefor, who, if otherwise permitted with respect to matters for which the Master Servicer receives additional servicing compensation pursuant to this AgreementSection 3.11(b)(ii), will analyze regarding 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 Sectionrequest. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion 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 the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be6.11, which notice shall 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(a) or Section 6.11(c), as the case may be6.11, 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 Master Servicer, the Rating Agencies and each other party hereto an Officer’s 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 that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), i) without receiving prior written confirmation from Fitch Mxxxx'x that such action would not result in a downgrading, qualification or withdrawal of the rating ratings then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan Certificates or (iii) with respect to for 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 Loans, (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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(c) have been met or (bd) 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 1.20x 1.2x or less, without receiving a prior written confirmation from secured by 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, the Special Servicer shall not 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, are 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 Xxxxx’x S&P and S&P Mxxxx'x that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided, further, that, that if the Mortgage Loan does not meet the criteria set forth in clauses (aii)(a), (bii)(b) and or (cii)(c) of this the prior sentence, the Special Servicer may waive such requirement without approval by Xxxxx’x or S&P in accordance with the Servicing Standard. With respect to each Co-Lender Loan; and provided, no waiver further, that if the Mortgage Loan does not meet the criteria set forth in clauses (ii)(a), or (ii)(b) of a due-on-sale or due-on-encumbrance provision will be effective unless the prior sentence, the Special Servicer first consults may waive such requirement without approval by Mxxxx'x in accordance with the related Subordinate Companion Holder if required under the applicable Intercreditor AgreementServicing Standard.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will 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. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion 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 the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall 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(a) or Section 6.11(c), as the case may be, 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 Officer’s 's 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 that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage 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, 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 (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 Moody's that such action would not result in a downgrading, qualification or qualificaxxxx xx withdrawal of the ratings then assigned to the Certificates and (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, the Special Servicer shall not 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’xMoody's), (b) the aggregate of the Stated Principal Balance of such Mortgage Mxxxxxxx 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 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 S&P and S&P Moody's that such action would not result in a downgrading, qualification or qualificaxxxx xx withdrawal of the ratings then assigned to the Certificates; provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses (a), (b) and (c) of this sentence, the Special Servicer may waive such requirement without approval by Xxxxx’x S&P or S&P Moody's in accordance with the Servicing Standard. With respect to each Co-Lender eaxx XX Xortgage Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer Servicer, as applicable, first consults with the related Subordinate AB Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision If, with respect to a any Performing Serviced Mortgage Loan, the Master Servicer receives a request from a Mortgagor regarding the transfer of the related Mortgaged Property to, and assumption of such Serviced Mortgage Loan by, another Person or transfers of certain interests in such Mortgagor, then the Master Servicer shall promptly forward obtain relevant information for purposes of evaluating such request 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, whoto 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, Section 6.12, Section 6.13, Section 6.14 and/or Section 6.15, in each case if otherwise permitted and as 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 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 Serviced Mortgage Loan by, another Person, the Master Servicer (subject to Section 3.08(d)) 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 such 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 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, the related Serviced Non-Trust Mortgage Loan Noteholder(s), of any assumption or substitution agreement executed pursuant to this Agreement, will analyze Section 3.08(a) and shall forward thereto a copy of such waiver, including agreement together with a Review Package. Subject to the preparation terms of written materials in connection with such analysis, and will close the related transactionloan 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 consent rights (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. If any Performing Serviced Mortgage Loan contains express restrictions on transfers of the related Mortgaged Property and/or transfers of interests in the related Mortgagor, and if any) of each Companion Holder any such proposed transfer has not been approved pursuant to the related Intercreditor Agreement as provided in this Section. With respect to all Mortgage Loans and Companion Loans (other than preceding paragraph, then the Non-Serviced Mortgage Loans and their related Companion Loans), the Special Master Servicer, on behalf of the Trustee (as the mortgagee of recordrecord on behalf of the Certificateholders and, in the case a Mortgaged Property that secures a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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 Mortgagorsuch restrictions, unless the Special Master Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall be given by the Special Servicer no later than three Business Days after receipt of such request) has determined, consistent with the Servicing Standardin its reasonable, good faith judgment, that waiver enforcement of such restrictions would be in accordance with a violation of the Servicing Standard. Promptly after the Special Servicer Standard (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall be given evidenced 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 Officer’s 's Certificate setting forth the basis for such determination. The Special Servicer shall not exercise determination delivered, together with a Review Package in respect thereof, to the Trustee, each Rating Agency, the Controlling Class Representative and, with respect to a Serviced Loan Combination, the related Non-Trust Mortgage Loan Noteholder(s)); provided that any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balancesuch restrictions shall be subject to Section 3.08(d), without written confirmation from Fitch that such action would not result Section 6.11, Section 6.12, Section 6.13, Section 6.14 and/or Section 6.15, in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan (i) with respect to which (a) the aggregate of the Stated Principal Balance of such Mortgage Loan each case if 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 (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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, the Special Servicer shall not 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, are 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 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, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses (a), (b) and (c) of this sentence, the Special Servicer may waive such requirement without approval by Xxxxx’x or S&P 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreementapplicable.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision provision, the Master Servicer, with respect to a Mortgage LoanLoans that are not Specially Serviced Mortgage Loans, the Master Servicer shall promptly forward such request to and the Special Servicer, whowith respect to Specially Serviced Mortgage Loans, if otherwise permitted pursuant to this Agreement, will 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 SectionSection 3.08. With respect to all Mortgage Loans and Companion Loans (other than the Non-Specially Serviced Mortgage Loans and their related Companion 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 providing 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 12 Business Days notice may reasonably request for the analysis of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may berequest, which notice shall be given by the Special Servicer no later than three 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 (after providing with the written consent of the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(cthe extent required in the preceding sentence), as the case may beapplicable, 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 Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s 's Certificate setting forth the basis for such determination. The Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise 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 or Loans, (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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(c) have been met or (bd) 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 1.20x 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 not waive any such restriction with respect 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 which the Certificates; provided that, if the Mortgage Loan (a) the does not have an aggregate of the Stated Principal Balance of such Mortgage Loan and (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, is ) equal to or in excess of $35,000,000 (or $25,000,000 with respect to Xxxxx’xMoody's), (b) the does not have an aggregate of the Stated Principal Balance of such Mortgage Loan and (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, are ) greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (c) such Mortgage Loan 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 receiving prior written confirmation from Xxxxx’x by S&P in accordance with the Servicing Standard; and S&P that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses clause (a), (b) and (cii) of this the immediately preceding sentence, the Master Servicer or Special Servicer Servicer, as applicable, may waive such requirement without approval by Xxxxx’x S&P or S&P Moody's in accordance with the Servicing Standard; and provided, furtxxx, xxat, 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 Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of 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 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: (i) in the case of a Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan, analyze such request, prepare all written materials in connection with such analysis and, if it approves such request in accordance with the Master Servicer shall Servicing Standard, close the related 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 applicable intercreditor, co-lender or similar agreement; and (ii) in the case of a Specially Serviced Mortgage Loan, promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will shall analyze such waiverrequest, including the preparation of shall prepare all written materials in connection with such analysis, and will shall, if it approves such request in accordance with the Servicing Standard, close the related 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 applicable intercreditor, co-lender or similar agreement; provided that neither a Master Servicer nor any Sub-Servicer on its behalf may waive any due-on-sale or due-on-encumbrance provision or consent to any assumption without the consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement as provided in this SectionSpecial Servicer. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion Loans), the Special Servicer, on behalf of the Trustee as the mortgagee of recordrecord (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 and on transfers of interests in the related MortgagorMortgagor (either directly for Specially Serviced Mortgage Loans or by denying consent with respect to Serviced Mortgage Loans that are not Specially Serviced Mortgage Loans), unless the Special Servicer (after providing or, in the Controlling Class Representative 12 Business Days notice case of such proposed action pursuant a Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan, the applicable Master Servicer), subject to Section 6.11(a) or 6.11, Section 6.11(c)6.12, Section 6.13 and Section 6.14, in each case if and as the case may beapplicable, which notice shall 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 or, if applicable, the Controlling Class Representative 12 Business Days notice of such proposed action pursuant applicable Master Servicer, subject to Section 6.11(a) or 6.11, Section 6.11(c)6.12, Section 6.13 and Section 6.14, in each case if and as the case may beapplicable, 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 such servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s 's Certificate setting forth the basis for such determination. The None of the Master Servicers, the Special Servicer or a Sub-Servicer on behalf of any of them shall not exercise (or, in the case of the Special Servicer, consent to a Master Servicer exercising) any such waiver in respect of a due-on-encumbrance provision of of: (x) any Mortgage Loan that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Serviced Trust Mortgage Loan (i) with respect to which (a) 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-collateralizedcollateralized 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, (bii) 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-collateralizedcollateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Trust Mortgage Loan, are greater than 2% (or, with respect to Fitch or Moody's, 5%) of the aggregate Stated Principal Balance of all Mortgage Trust Xxxxxxge Loans or (ciii) such 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 Xxxxx’x 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 and Certificates; or (iiy) any Serviced Trust Mortgage Loan with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(c) have been met or (b) such Mortgage Loan has a related Loan-to-Value Ratio (calculated to include the additional indebtedness secured by any encumbrance) that is would be equal to or greater than 85% and a or the Debt Service Coverage Ratio (calculated to include the additional debt from any encumbrance) of 1.20x would be 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 In addition, none of the Master Servicers, the Special Servicer or a Sub-Servicer on behalf of any of them shall waive (or, in the case of the Special Servicer, consent to a waiver of a Master Servicer waiving) any due-on-sale provision, the Special Servicer shall not waive provision of any such restriction Serviced Trust Mortgage Loan with respect to which (ai) 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-collateralizedcollateralized 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 $25,000,000 20,000,000 with respect to Xxxxx’xMoody's), (bii) the aggregate of the Stated Principal Balance of such sucx Xxxxx Mortgage Loan and the Stated Principal Balance of all other Trust Mortgage Loans that are cross-collateralizedcollateralized 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 (ciii) 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 Xxxxx’x and S&P 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; provided, further, that, if the . If a Trust Mortgage Loan does not meet the criteria set forth in clauses clause (ai), (bii) and or (ciii) of this the preceding sentence or clause (x) or (y) of the second preceding sentence, if and as applicable, then the Special Servicer (or, in the case of a Performing Serviced Trust Mortgage Loan, the applicable Master Servicer) may waive such the subject requirement without approval by Xxxxx’x or S&P each Rating Agency 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.the

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loanprovision, the Master Servicer shall review, analyze and prepare the documentation relating to such waiver for approval by the Special Servicer (provided that such analysis and documentation will not include a recommendation or the proposed closing documents) and shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will further 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 of (if anya) of each the Smithfield Companion Holder pursuant to the related Smithfield Intercreditor Agreement as provided in this Sectionand (b) the Creekside Companion Holder pursuant to the Creekside Intercreditor Agreement. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion 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 the Special Servicer (after providing the Controlling Class Representative Representative, or in the case of the Smithfield Loan Pair, so long as a Smithfield Trigger Event has not occurred and is continuing, the Smithfield Companion Holder, 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall 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 Representative, or in the case of the Smithfield Loan Pair, so long as a Smithfield Trigger Event has not accrued and is continuing, the Smithfield Companion Holder, 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, 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 Officer’s 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 that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), i) without receiving prior written confirmation from Fitch Moody's that such action would not result in a downgrading, qualification or qualificaxxxx xx withdrawal of the rating ratings then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan Certificates or (iii) 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 Loans, and 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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, the Special Servicer shall not 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, are 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 Xxxxx’x S&P and S&P Moody's that such action would not result in a downgrading, qualification or qualificaxxxx xx withdrawal of the ratings then assigned to the Certificates; provided that, if the Mortgage Loan does not meet the criteria set forth in clause (ii)(a), (ii)(b) or (ii)(c) of the prior sentence, the Special Servicer may waive such requirement without approval 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 clauses (aii)(a), or (b) and (cii)(b) of this the immediately preceding sentence, the Special Servicer may waive such requirement without approval by Xxxxx’x or S&P Moody's 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) Upon (i) Subject to Section 3.08(a)(iii) below, upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision provision, the Master Servicer, with respect to a Mortgage LoanLoans (other than the 2006-C23 Serviced Mortgage Loan and the Tenants-in-Common Loans) that are not Specially Serviced Mortgage Loans, the Master Servicer shall promptly forward such request to and the Special Servicer, whowith respect to Specially Serviced Mortgage Loans, if otherwise permitted pursuant to this Agreement, will 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 SectionSection 3.08. With respect to all Mortgage Loans and Companion Loans (other than the Non-Specially Serviced Mortgage Loans Loans, the 2006-C23 Serviced Mortgage Loan and their related Companion 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 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) fifteen (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 providing 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 12 Business Days notice may reasonably request for the analysis of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may berequest, which notice shall be given by the Special Servicer no later than three ten (10) Business Days after the commencement of the fifteen (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 (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 (after providing with the written consent of the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(cthe extent required in the preceding sentence), as the case may beapplicable, 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 Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s 's 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 that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage 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, 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 (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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, the Special Servicer shall not 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, are 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 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, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses (a), (b) and (c) of this sentence, the Special Servicer may waive such requirement without approval by Xxxxx’x or S&P 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will 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. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion 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 the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall 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(a) or Section 6.11(c), as the case may be, 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 Officer’s 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 that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage 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, 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 (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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, the Special Servicer shall not 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, are 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 and S&P that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses (a), (b) and (c) of this sentence, the Special Servicer may waive such requirement without approval by S&P or Xxxxx’x or S&P 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision provision, the Master Servicer, with respect to a Mortgage LoanLoans (other than the 2004-C15 Serviced Mortgage Loans) that are not Specially Serviced Mortgage Loans, the Master Servicer shall promptly forward such request to and the Special Servicer, whowith respect to Specially Serviced Mortgage Loans, if otherwise permitted pursuant to this Agreement, will 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 SectionSection 3.08. With respect to all Mortgage Loans and Companion Loans (other than the Non-Specially Serviced Mortgage Loans and their related Companion the 2004-C15 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 providing 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 12 Business Days notice may reasonably request for the analysis of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may berequest, which notice shall be given by the Special Servicer no later than three 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 (after providing with the written consent of the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(cthe extent required in the preceding sentence), as the case may beapplicable, 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 Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s 's Certificate setting forth the basis for such determination. The Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise 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, 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 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 to the Certificates and (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(c) have been met or (bd) such Mortgage Loan has a Loan-to-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 1.20x 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 not waive any such restriction with respect without receiving prior written confirmation from Moody's and S&P that such action would not result in a downgrading, qxxxxxxxation or withdrawal of the ratings then assigned to which the Certificates; provided that, if the Mortgage Loan (a) the does not have an aggregate of the Stated Principal Balance of such Mortgage Loan and (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, is ) equal to or in excess of $35,000,000 (or $25,000,000 with respect to Xxxxx’xMoody's), (b) the does not have an aggregate of the Stated Principal Balance of such Mortgage Loan and (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, are ) greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (c) such Mortgage Loan 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 receiving prior written confirmation from Xxxxx’x by S&P in accordance with the Servicing Standard; and S&P that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses clause (a), (b) and (cii) of this the immediately preceding sentence, the Master Servicer or Special Servicer Servicer, as applicable, may waive such requirement without approval by Xxxxx’x S&P or S&P Moody's in accordance with the Servicing Standard. With respect to each Coeaxx Xx-Lender Xender Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loanprovision, the Master Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will 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. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion 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 the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be6.11 hereof, which notice shall be given by the Special Servicer no later than three Business Days after receipt of such request) has has, subject to compliance with Section 6.11 hereof, determined, consistent with the Servicing StandardStandard and subject to compliance with the provisions of Section 6.11 hereof, that waiver of such restrictions would be in accordance with the Servicing Standard. The Special Servicer shall prepare a written analysis relating to such request, make recommendations relating to such request and conduct the "closing" and retain legal counsel if necessary to document such request. Promptly after the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be6.11, 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 Master Servicer, the Rating Agencies and each other party hereto an Officer’s 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 (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 is are cross-collateralized or collateralized, cross-defaulted or have been made to Mortgagors affiliated with one the Mortgagor on such Mortgage Loan, are equal to or greater than _% of the ten largest aggregate Stated Principal Balance of all Mortgage Loans or that $_________ or which 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 Fitch Xxxxx'x that such action would not result in a downgrading, qualification or withdrawal of the rating ratings then assigned to the Certificates. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan Certificates and (iii) with respect to for 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 are greater than _% of the aggregate Stated Principal Balance of all Mortgage Loans or in excess of $20,000,000, (b) is one of the ten largest Mortgage loans as of the date of the waiver (by Stated Principal Balance); and such Mortgage Loan has a Loan-to-Value Ratio that is greater than __% and a Debt Servicer Coverage Ratio (calculated to include the additional debt from any encumbrance) of ___x, 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. 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 2% of the aggregate Stated Principal Balance of all Mortgage Loans or $______ or (cii) such Mortgage Loan which 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 the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates and (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, the Special Servicer shall not 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, are 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 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, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses (a), (b) and (c) of this sentence, the Special Servicer may waive such requirement without approval by Xxxxx’x or S&P 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.ratings

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will 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. With respect to all Mortgage Loans and Companion Loans (other than the Non-Specially Serviced Mortgage Loans and their related Companion 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 further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Master Servicer (with the written consent of the Special Servicer if the then Stated Principal Balance of the related Mortgage Loan exceeds $2,500,000 (which consent, if required hereunder, shall be deemed given if not denied within the later of (a) 15 Business Days after providing the Master Servicer provides to the Special Servicer its recommendation for such action and all information reasonably requested by the Special Servicer for the analysis of such request and (b) 12 Business Days after the Special Servicer notifies the Controlling Class Representative 12 Business Days notice of such proposed action action, pursuant to and if required under Section 6.11(a) or Section 6.11(c), as the case may be6.11, which notice notice, if required, shall be given by the Special Servicer no later than three Business Days after receipt the commencement of such requestthe 15 Business Day period described in the preceding clause (a))) or the 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 if the then Stated Principal Balance of the related Mortgage Loan exceeds $2,500,000 (which consent, if required hereunder, shall be deemed given if not denied within the later of (a) 15 Business Days after providing the Master Servicer provides to the Special Servicer its recommendation for such action and all information reasonably requested by the Special Servicer for the analysis of such request and (b) 12 Business Days after the Special Servicer notifies the Controlling Class Representative 12 Business Days notice of such proposed action action, pursuant to and if required under Section 6.11(a) or Section 6.11(c), as the case may be6.11, which notice notice, if required, shall be given by the Special Servicer no later than three Business Days after receipt the commencement of such requestthe 15 Business Day period described in the preceding clause (a))) 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 party hereto an Officer’s 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 of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of without receiving the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without prior written confirmation from Fitch the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the rating 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-encumbrance sale provision of any Mortgage Loan (i) with respect to for 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 (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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, the Special Servicer shall not 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, are 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), $20,000,000 without receiving the prior written confirmation from Xxxxx’x and S&P 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; provided, further, that, if . In the event that such Mortgage Loan does not meet the criteria set forth in clauses (a), (b) and (c) of this the prior sentence, and the Mortgage Loan documents contain a requirement for Rating Agency approval, the Master Servicer or the Special Servicer may waive such requirement without Rating Agency approval by Xxxxx’x or S&P 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor AgreementStandards.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision provision, the Master Servicer, with respect to a Mortgage LoanLoans that are not Specially Serviced Mortgage Loans, the Master Servicer shall promptly forward such request to and the Special Servicer, whowith respect to Specially Serviced Mortgage Loans, if otherwise permitted pursuant to this Agreement, will 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 SectionSection 3.08. With respect to all Mortgage Loans and Companion Loans (other than the Non-Specially Serviced Mortgage Loans and their related Companion 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 providing 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 12 Business Days notice may reasonably request for the analysis of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may berequest, which notice shall be given by the Special Servicer no later than three 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 (after providing with the written consent of the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(cthe extent required in the preceding sentence), as the case may beapplicable, 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 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. The Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise 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, Fitch 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 and Fitch that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates and or (iiiii) with respect to which (a) the criteria set forth in clause (i)(aii)(a), (i)(bii)(b) and or (i)(cii)(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 1.20x 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 not 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, are 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 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, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses (a), (b) and (c) of this sentence, the Special Servicer may waive such requirement without approval by Xxxxx’x or S&P 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.which

Enforcement of Alienation Clauses. (a) (i) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision provision, the Master Servicer, with respect to a Mortgage LoanLoans (other than the Non-Serviced Mortgage Loans) that are not Specially Serviced Mortgage Loans, the Master Servicer shall promptly forward such request to and the Special Servicer, whowith respect to Specially Serviced Mortgage Loans, if otherwise permitted pursuant to this Agreement, will 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 SectionSection 3.08. With respect to all Mortgage Loans and Companion Loans (other than Specially Serviced Mortgage Loans and the Non-Serviced Mortgage Loans and their related Companion 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 providing 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 12 Business Days notice may reasonably request for the analysis of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may berequest, which notice shall be given by the Special Servicer no later than three 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 (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 (after providing with the written consent of the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(cthe extent required in the preceding sentence), as the case may beapplicable, 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 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. The Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servicer shall not exercise 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 Loans, (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 (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(c) have been met or (bd) 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 1.20x 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 not waive any such restriction with respect without receiving prior written confirmation from S&P, Xxxxx’x and Fitch that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to which the Certificates; provided that, if the Mortgage Loan (a) the does not have an aggregate of the Stated Principal Balance of such Mortgage Loan and (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, is ) equal to or in excess of $35,000,000 (or $25,000,000 with respect to Xxxxx’x), (b) the does not have an aggregate of the Stated Principal Balance of such Mortgage Loan and (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, are ) greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (c) such Mortgage Loan 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 receiving prior written confirmation from Xxxxx’x and by S&P that such action would not result in a downgrading, qualification or withdrawal of accordance with the ratings then assigned to the CertificatesServicing Standard; provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses clause (a), (b) and (cii) of this the immediately preceding sentence, the Master Servicer or Special Servicer Servicer, as applicable, may waive such requirement without approval by S&P or Xxxxx’x in accordance with the Servicing Standard; 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 S&P 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 Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement. The Special Servicer and the Rating Agencies shall be notified upon the completion of any such syndication.

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will 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. With respect to all Mortgage Loans and Companion Loans (other than the Non-Specially Serviced Mortgage Loans and their related Companion 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 further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless 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 providing the Master Servicer provides to the Special Servicer its recommendation for such action and all information reasonably requested by the Special Servicer for the analysis of such request and (b) 12 Business Days after the Special Servicer notifies the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, 6.11 which notice shall be given by the Special Servicer no later than three Business Days after receipt the commencement of such requestthe 15 Business Day period described in the preceding clause (a))) or the 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 (which consent shall be deemed given if not denied within the later of (a) 15 Business Days after providing the Master Servicer provides to the Special Servicer its recommendation for such action and all information reasonably requested by the Special Servicer for the analysis of such request and (b) 12 Business Days after the Special Servicer notifies the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, 6.11 which notice shall be given by the Special Servicer no later than three Business Days after receipt the commencement of such requestthe 15 Business Day period described in the preceding clause (a))) 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 party hereto an Officer’s 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 of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of without receiving the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without prior written confirmation from Fitch the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the rating 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-encumbrance sale provision of any Mortgage Loan (i) with respect to for 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 equal to or greater than 25% 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), $20,000,000 without receiving the prior written confirmation from Xxxxx’x the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates and (ii) with respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(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 1.20x 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, in the Special Servicer shall not 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, are 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 Xxxxx’x and S&P event that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clauses (a), (b) and (c) of this the prior sentence, and the Mortgage Loan documents contain a requirement for Rating Agency approval, the Master Servicer or the Special Servicer may waive such requirement without Rating Agency approval by Xxxxx’x or S&P 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 Special Servicer first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor AgreementStandards.