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. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall approve and close, without the consent of the Special Servicer or the Controlling Class Representative, all initial syndications of tenant-in-common interests, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and in accordance with the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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. (b) Notwithstanding anything herein to the contraryany other provisions of this Section 3.08, the Master Servicer shall approve (with respect to Mortgage Loans other than Specially Serviced Mortgage Loans and close, the 2005-C17 Serviced Mortgage Loans) (without the consent of Special Servicer's consent) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) may grant, without any Rating Agency confirmation as provided in paragraph (a) above, a Mortgagor's request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or right-of-way provided the Master Servicer or the Controlling Class RepresentativeSpecial Servicer, all initial syndications of tenant-in-common interestsas applicable, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and shall have determined in accordance with the Servicing Standard that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)Mortgaged Property, that is not a Specially Serviced Mortgage Loan. Upon completion of any or the security intended to be provided by such initial transferMortgage, the Master Servicer shall promptly provide notice by electronic mail thereof related Mortgagor's ability to repay the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, or materially or adversely affect the value of such tenant-in-common syndication is complete. All transfers of Mortgaged Property or cause the Mortgage Loan to cease to be a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request "qualified mortgage" for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special ServicerREMIC purposes. (c) Within 90 ninety (90) days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non2005-C17 Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “"Insured Environmental Event”") giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non2005-C17 Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non2005-C17 Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non2005-C17 Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Pari Passu Mortgage Loan shall also apply to the related Pari Passu Companion LoanLoan (other than the Companion Loans relating to the 2005-C17 Serviced Mortgage Loans).

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 Master Servicer No. 1 (with respect to a Mortgage Loan, the Master Servicer shall promptly forward such request to Loans that are PNC Trust Mortgage Loans and that are not Specially Serviced Mortgage Loans) and the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will analyze such waiver, including the preparation of written materials in connection Servicer (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 other 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, 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 Mortgagor, unless either Master Servicer No. 1 or 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)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 in its reasonable judgment (exercised in accordance with the Servicing StandardStandard and which, for the avoidance of doubt, would include a determination that any required conditions to a transfer have been met), that waiver of the lender's rights under such restrictions clauses or the waiver of such other restrictions, as applicable, would be in accordance with the Servicing StandardStandard and (ii) complied with the applicable requirements, if any, of Section 6.11 and, if applicable, Section 6.12; provided that: (i) subject to the related Mortgage Loan documents and applicable law, neither of Master Servicer No. 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, 1 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 in accordance with any such waiver in respect of a related "due-on-encumbrance provision of encumbrance" clause under any Serviced Trust 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 Significant Mortgage Loan, is equal to or in excess of $20,000,000if, taking into account existing debt on the subject Mortgaged Property (bincluding any related Non-Trust Loan(s)) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralizedproposed additional debt as if such total debt were a single mortgage loan, 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 or the Debt Service Coverage Ratio (calculated is equal to include the additional debt from any encumbrance) of 1.20x or lessless than 1.2x, without receiving a unless it receives prior written confirmation from S&P each Rating Agency that such action would not result in an Adverse Rating Event (except that prior written confirmation from Xxxxx'x shall not be required unless the Serviced Trust Mortgage Loan is a downgradingSignificant Mortgage Loan); (ii) if the affected Serviced Trust Mortgage Loan is a Significant Mortgage Loan, qualification or withdrawal of the ratings then assigned then, subject to the Certificatesrelated Mortgage Loan documents and applicable law, neither Master Servicer No. With 1 nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" clause under any Serviced Trust Mortgage Loan until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event; provided that, with respect to a waiver of a due-on-sale provision, in the Special Servicer shall not waive any event that such restriction with respect to which (a) the aggregate of the Stated Principal Balance of such Serviced 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 is not a Significant 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)documents contain a requirement for Rating Agency approval, (b) and (c) of this sentence, Master Servicer No. 1 or the Special Servicer Servicer, as the case may be, subject to Section 6.11 and, if applicable, Section 6.12 may waive such requirement without Rating Agency approval by Xxxxx’x or S&P in accordance with the Servicing Standard; (iii) subject to the related Mortgage Loan documents and applicable law, Master Servicer No. With respect 1 shall not waive any right it has, or grant any consent it is otherwise entitled to each Co-Lender Loanwithhold, no waiver of a in accordance with any related "due-on-sale or due-on-encumbrance provision will be effective unless encumbrance" clause under any PNC Trust Mortgage Loan that is not a Specially Serviced Mortgage Loan until it has delivered to the Special Servicer first consults its recommendation and analysis of the request, together with a copy of the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement. (b) Notwithstanding anything herein to the contrarymaterials and information upon which such recommendation is based, the Master Servicer shall approve and close, without has received the consent of the Special Servicer (the giving of which consent shall be subject to the Servicing Standard, Section 6.11 and, if applicable, Section 6.12, which consent shall be deemed given if not denied in writing within 10 Business Days (or, if the Controlling Class Representative is entitled to object pursuant to Section 6.11, 15 Business Days (which 15 Business Days shall include the five Business Days specified in the proviso at the end of the first paragraph of Section 6.11) after receipt by the Special Servicer of Master Servicer No. 1's written recommendation and analysis and any additional information reasonably requested by the Special Servicer or the Controlling Class Representative, all initial syndications of tenant-in-common interests, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and in accordance with ); (iv) subject to the related Mortgage Loan documents for and applicable law, Master Servicer No.1 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 PNC Trust Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion Loan until it has received the consent of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise the Special Servicer as to (the total number giving of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication consent shall be processed and approved solely by the Special Servicer. Any request for a modification subject to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard Section 6.11 and, if applicable, Section 6.12, which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy consent shall be paid by deemed given if not denied in writing within 10 Business Days (or, if the Master Servicer and Controlling Class Representative is entitled to object pursuant to Section 6.11, 15 Business Days (which 15 Business Days shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than include the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (specified in the case of a Co-Lender Loan), proviso at the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 end of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.first paragraph of Section 6.11)

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. (b) Notwithstanding anything herein to the contraryany other provisions of this Section 3.08, the Master Servicer shall approve and close(without the Special Servicer's consent) or the Special Servicer, as applicable, may grant, without any Rating Agency confirmation as provided in paragraph (a) above, a Mortgagor's request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the Special related Mortgage Loan to such easement or right-of-way provided the Master Servicer or the Controlling Class RepresentativeSpecial Servicer, all initial syndications of tenant-in-common interestsas applicable, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and shall have determined in accordance with the Servicing Standards that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)Mortgaged Property, that is not a Specially Serviced Mortgage Loan. Upon completion of any or the security intended to be provided by such initial transferMortgage, the Master Servicer shall promptly provide notice by electronic mail thereof related Mortgagor's ability to repay the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, or materially or adversely affect the value of such tenant-in-common syndication is complete. All transfers of Mortgaged property or cause the Mortgage Loan to cease to be a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request qualified mortgage loan for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special ServicerREMIC purposes. (c) Within 90 ninety (90) days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “"Insured Environmental Event”") giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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. (b) Notwithstanding anything herein to the contraryany other provisions of this Section 3.08, the Master Servicer shall approve and close, (with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans) (without the consent of Special Servicer's consent) or the Special Servicer (with respect to Specially Serviced Mortgage Loans), may grant, without any Rating Agency confirmation as provided in paragraph (a) above, a Mortgagor's request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or right-of-way provided the Master Servicer or the Controlling Class RepresentativeSpecial Servicer, all initial syndications of tenant-in-common interestsas applicable, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and shall have determined in accordance with the Servicing Standard that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)Mortgaged Property, that is not a Specially Serviced Mortgage Loan. Upon completion of any or the security intended to be provided by such initial transferMortgage, the Master Servicer shall promptly provide notice by electronic mail thereof related Mortgagor's ability to repay the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, or materially or adversely affect the value of such tenant-in-common syndication is complete. All transfers of Mortgaged Property or cause the Mortgage Loan to cease to be a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request qualified mortgage loan for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special ServicerREMIC purposes. (c) Within 90 ninety (90) days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “"Insured Environmental Event”") giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), ) the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Pari Passu Mortgage Loan shall also apply to the related Pari Passu Companion Loan.

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. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall approve and close, without the consent of the Special Servicer or the Controlling Class Representative, all initial syndications of tenant-in-common interests, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and in accordance with the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “"Insured Environmental Event”") giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the CertificateholdersCertificateholders and any related Companion Holders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders and any related Companion Holders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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. (b) Notwithstanding anything herein to the contraryNxxxxxxxtanding any other provisions of this Section 3.08, the Master Servicer shall approve and close, (with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans) (without the consent of Special Servicer's consent) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) may grant, without any Rating Agency confirmation as provided in paragraph (a) above, a Mortgagor's request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or right-of-way provided the Master Servicer or the Controlling Class RepresentativeSpecial Servicer, all initial syndications of tenant-in-common interestsas applicable, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and shall have determined in accordance with the Servicing Standard that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)Mortgaged Property, that is not a Specially Serviced Mortgage Loan. Upon completion of any or the security intended to be provided by such initial transferMortgage, the Master Servicer shall promptly provide notice by electronic mail thereof related Mortgagor's ability to repay the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, or materially or adversely affect the value of such tenant-in-common syndication is complete. All transfers of Mortgaged Property or cause the Mortgage Loan to cease to be a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request qualified mortgage loan for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special ServicerREMIC purposes. (c) Within 90 ninety (90) days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer (or the Special Servicer in the case of a Specially Serviced Mortgage Loan) shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master ServicerServicer (or the Special Servicer in the case of a Specially Serviced Mortgage Loan), on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer (or the Special Servicer in the case of a Specially Serviced Mortgage Loan) has actual knowledge of any event (an “"Insured Environmental Event”") giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer (or the Special Servicer in the case of a Specially Serviced Mortgage Loan) shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the CertificateholdersCertificateholders (and the Special Servicer in the case of a Specially Serviced Mortgage Loan). Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer (and the Special Servicer in the case of a Specially Serviced Mortgage Loan) shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer (and the Special Servicer in the case of a Specially Serviced Mortgage Loan) has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer (or the Special Servicer in the case of a Specially Serviced Mortgage Loan) receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer (or the Special Servicer in the case of a Specially Serviced Mortgage Loan) shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender an AB Mortgage Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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. (b) Notwithstanding anything herein to the contraryany other provisions of this Section 3.08, the Master Servicer shall approve and close, (without the consent of the Special Servicer or the Controlling Class Representative, all initial syndications of tenant-in-common interests, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and in accordance with the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i's consent) advise or the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, may grant, without any Rating Agency confirmation as provided in paragraph (a) above, a Mortgagor's request for any Co-Lender Loan shall also apply consent to subject the related Companion Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or right-of-way provided the Master Servicer or the Special Servicer, as applicable, shall have determined in accordance with the Servicing Standards that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgaged Property, or the security intended to be provided by such Mortgage, the related Mortgagor's ability to repay the Mortgage Loan, or materially or adversely affect the value of such Mortgaged property or cause the Mortgage Loan to cease to be a qualified mortgage loan for REMIC purposes.

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. (b) Notwithstanding anything herein to the contraryany other provisions of this Section 3.08, the Master Servicer shall approve (with respect to Mortgage Loans other than Specially Serviced Mortgage Loans and close, the 2004-C15 Serviced Mortgage Loans) (without the consent of Special Servicer's consent) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) may grant, without any Rating Agency confirmation as provided in paragraph (a) above, a Mortgagor's request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or right-of-way provided the Master Servicer or the Controlling Class RepresentativeSpecial Servicer, all initial syndications of tenant-in-common interestsas applicable, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and shall have determined in accordance with the Servicing Standard that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)Mortgaged Property, that is not a Specially Serviced Mortgage Loan. Upon completion of any or the security intended to be provided by such initial transferMortgage, the Master Servicer shall promptly provide notice by electronic mail thereof related Mortgagor's ability to repay the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, or materially or adversely affect the value of such tenant-in-common syndication is complete. All transfers of Mortgaged Property or cause the Mortgage Loan to cease to be a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request "qualified mortgage" for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special ServicerREMIC purposes. (c) Within 90 ninety (90) days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non2004-C15 Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “"Insured Environmental Event”") giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non2004-C15 Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non2004-C15 Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non2004-C15 Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, any servicing obligation with respect to the Mortgage Loan identified on the Mortgage Loan Schedule as the Gilroy Crossing Shopping Center Loan (loan number 10), the related Mortgage Loan documents provide for an assumption. It is understood and agreed that the Master Servicer, the Special Servicer and the Controlling Class Representative each hereby grant their consent to such assumption, pursuant to pending documentation and provided that the assumption meets the criteria set forth under this Section 3.08 of in the related Mortgage Loan documents as determined by the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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. (b) Notwithstanding anything herein to the contraryany other provisions of this Section 3.08, the Master Servicer shall approve and close, (with respect to Mortgage Loans other than Specially Serviced Mortgage Loans) (without the consent of Special Servicer’s consent) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) may grant, without any Rating Agency confirmation as provided in paragraph (a) above, a Mortgagor’s request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or right-of-way provided the Master Servicer or the Controlling Class RepresentativeSpecial Servicer, all initial syndications of tenant-in-common interestsas applicable, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and shall have determined in accordance with the Servicing Standard that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)Mortgaged Property, that is not a Specially Serviced Mortgage Loan. Upon completion of any or the security intended to be provided by such initial transferMortgage, the Master Servicer shall promptly provide notice by electronic mail thereof related Mortgagor’s ability to repay the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, or materially or adversely affect the value of such tenant-in-common syndication is complete. All transfers of Mortgaged Property or cause the Mortgage Loan to cease to be a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request “qualified mortgage” for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special ServicerREMIC purposes. (c) Within 90 ninety (90) days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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 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(or, 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. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall approve and close, without the consent of the Special Servicer or the Controlling Class Representative, all initial syndications of tenant-in-common interests, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and in accordance with the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Performing Serviced Trust Mortgage Loan), the applicable Master Servicer) may waive the subject requirement without approval by each Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination Agency in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.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 The Master Servicers (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 that are not Specially Serviced Mortgage Loans) and their related Companion the Special Servicer (with respect to 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, 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 Mortgagor, unless either Master Servicer or 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)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 in its reasonable judgment (exercised in accordance with the Servicing StandardStandard and which, for the avoidance of doubt, would include a determination that any required conditions to a transfer have been met), that waiver of the lender's rights under such restrictions clauses or the waiver of such other restrictions, as applicable, would be in accordance with the Servicing Standard. Promptly after Standard and (ii) complied with the Special Servicer applicable requirements, if any, of Section 6.11 and Section 6.12; provided that: (after providing i) subject to the Controlling Class Representative 12 Business Days notice related Mortgage Loan documents and applicable law, neither 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, Master Servicers 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 in accordance with any such waiver in respect of a related "due-on-encumbrance provision of sale" clause under any Serviced Trust 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 Significant Mortgage Loan, is equal to or in excess of $20,000,000if, taking into account existing debt on the subject Mortgaged Property (bincluding any related Non-Trust Loan(s)) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralizedproposed additional debt as if such total debt were a single mortgage loan, 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 or the Debt Service Coverage Ratio (calculated is equal to include the additional debt from any encumbrance) of 1.20x or lessless than 1.2x, without receiving a unless it receives prior written confirmation from S&P each Rating Agency that such action would not result in a downgradingan Adverse Rating Event; provided that, qualification or withdrawal of the ratings then assigned to the Certificates. With with respect to a waiver of a due-on-sale provision, in the event that such Serviced Mortgage Loan is not a Significant Mortgage Loan, and the Mortgage Loan documents contain a requirement for Rating Agency approval, either Master Servicer or the Special Servicer, subject to Section 6.11 and Section 6.12 may waive such requirement without Rating Agency approval in accordance with the Servicing Standard; if the affected Serviced Trust Mortgage Loan is a Significant Mortgage Loan, then, subject to the related Mortgage Loan documents and applicable law, neither of the Master Servicers nor the Special Servicer shall not waive any such restriction right it has, or grant any consent it is otherwise entitled to withhold, in accordance with respect to which (a) the aggregate of the Stated Principal Balance of such any related "due-on-sale" clause under any Trust 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 until it has received 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; (ii) subject to the Certificates; provided, further, that, if the related Mortgage Loan does not meet the criteria set forth in clauses (a)documents and applicable law, (b) and (c) of this sentenceneither Master Servicer shall waive any right it has, the Special Servicer may waive such requirement without approval by Xxxxx’x or S&P grant any consent it is otherwise entitled to withhold, in accordance with the Servicing Standard. With respect to each Co-Lender Loan, no waiver of a any related "due-on-sale or due-on-encumbrance provision will be effective unless encumbrance" clause under any Serviced Trust Mortgage Loan that is not a Specially Serviced Mortgage Loan until it has delivered to the Special Servicer first consults its recommendation and analysis of the request, together with a copy of the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement. (b) Notwithstanding anything herein to the contrarymaterials and information upon which such recommendation is based, the Master Servicer shall approve and close, without has received the consent of the Special Servicer (the giving of which consent shall be subject to the Servicing Standard and Section 6.11 and Section 6.12, which consent shall be deemed given if not denied in writing within 10 Business Days (or, if the Controlling Class Representative is entitled to object pursuant to Section 6.11, 15 Business Days, (which 15 Business Days shall be subject to the limitation to five Business Days specified in the proviso at the end of the first paragraph of Section 6.11) after receipt by the Special Servicer of the applicable Master Servicer's written recommendation and analysis and any additional information reasonably requested by the Special Servicer or the Controlling Class Representative, all initial syndications of tenant-in-common interests, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and in accordance with ); (iii) subject to the related Mortgage Loan documents for and applicable law, neither Master Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" clause under any Serviced Trust Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion Loan until it has received the consent of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise the Special Servicer as (the giving of which consent shall be subject to the total number Servicing Standard and Section 6.11 and Section 6.12 (as applicable), which consent shall be deemed given if not denied in writing within 10 Business Days (or, if the Controlling Class Representative is entitled to object pursuant to Section 6.11, 15 Business Days, (which 15 Business Days shall be subject to the limitation to five Business Days specified in the proviso at the end of transfers with respect to such Mortgage Loan that the first paragraph of Section 6.11) of receipt by the Special Servicer of the applicable Master Servicer's written recommendation and analysis and any additional information reasonably requested by the Special Servicer has approved and closed as of such date and or the expiration date Controlling Class Representative); (if anyiv) by which such transfer(s) must occur pursuant subject to the related Mortgage Loan documentsdocuments and applicable law, neither of the Master Servicers nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" or "due-on-encumbrance" clause under any Serviced Mortgage Loan, or approve the assumption of any 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 of the Master Servicers nor the Special Servicer shall be obligated to cover or assume any such costs or expenses); and (v) neither of the Master Servicers nor the Special Servicer shall (to the extent that it is within the control thereof to prohibit such event) consent to the transfer of any Serviced Mortgaged Property that secures a Crossed Loan Group unless (i) all of the Serviced Mortgaged Properties securing such Crossed Loan Group are transferred simultaneously by the respective Mortgagor or (ii) advise it obtains the Special Servicer consent of whenthe Controlling Class Representative, which consent shall be deemed given if not denied in writing within 10 Business Days (or, if the Controlling Class Representative is entitled to object pursuant to Section 6.11, 15 Business Days, which 15 Business Days shall include the five Business Days specified in the proviso at the end of the first paragraph of Section 6.11) 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 10 Business Days (or, if applicable, 15 Business Days) of receipt of written notice). If, in connection with respect to an assumption of any such Serviced Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any applicable Mortgage Loan covered thereby, Seller bears the Master Servicer shall, costs and expenses associated with such assumption in accordance with the terms of the applicable Mortgage Loan Purchase Agreement, any costs and expenses subsequently recovered by the applicable Master Servicer from the related Mortgagor in respect of such environmental insurance policy assumption shall be promptly remitted by such Master Servicer to the applicable Mortgage Loan Seller. In the case of any Serviced Mortgage Loan, the applicable Master Servicer and the Special Servicer shall each provide the other with all such information as each may reasonably request in order to perform its duties under this Section. In connection with any permitted assumption of any Serviced Mortgage Loan or waiver of a "due-on-sale" or "due-on-encumbrance" clause thereunder, the applicable Master Servicer, with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans, or the Special Servicer, with respect to the Specially Serviced Mortgage Loans, shall prepare all documents necessary and appropriate for such purposes and shall coordinate with the related Mortgagor for the due execution and delivery of such documents. If either Master Servicer or the Special Servicer, as applicable, consents subsequent to the Closing Date to the incurrence by the principal(s) of a Mortgagor under a Serviced Trust Mortgage Loan of mezzanine financing or the incurrence by a Mortgagor of subordinate debt and enters into an intercreditor agreement, such servicer (to the extent it is permitted to do so under the related loan documents and applicable law and in accordance with the Servicing Standard) shall require the related mezzanine or subordinate lender to agree to pay a Principal Recovery Fee in connection with any purchase right that arises upon a loan default in the event such purchase occurs after the expiration of 60 days from the date the right to purchase arises under such intercreditor agreement. The foregoing sentence shall not operate to modify the provisions of the preceding paragraph of this Section 3.08(a) regarding due-on-sale and due-on-encumbrance provisions. (b) Notwithstanding any other provisions of this Section 3.08, timely make either Master Servicer with respect to Serviced Mortgage Loans that are not Specially Serviced Mortgage Loans (without the Special Servicer's or the Controlling Class Representative's consent (and with respect to a claim thereunder Loan Combination, subject to delivering prior notice to the related Non-Trust Noteholder(s)) or the Special Servicer with respect to the appropriate insurer Specially Serviced Mortgage Loans, as applicable, may grant, without any Rating Agency confirmation as otherwise provided in paragraph (a) above, a Mortgagor's request for consent to subject the related Mortgaged Property to an easement, right-of-way or other similar agreement for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Serviced Mortgage Loan to such easement, right-of-way or other similar agreement provided the applicable Master Servicer or the Special Servicer, as applicable, shall take such other actions have determined in accordance with the Servicing Standard which are necessary under that such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal feeseasement, premiums or other outright-of-pocket costs incurred in accordance way or other similar agreement shall not materially interfere with the Servicing Standard in connection with any then-current use of the related Mortgaged Property, the security intended to be provided by such claim under an environmental insurance policy shall be paid by Mortgage or the Master Servicer and shall be reimbursable related Mortgagor's ability to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than repay the Non-Serviced Mortgage Loans)Loan, or materially and adversely affect the Master Servicer shall review and familiarize itself with value of such Mortgaged Property, or cause the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of Loan to cease to be a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advancequalified mortgage loan for REMIC purposes. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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. (b) Notwithstanding anything herein to the contraryany other provisions of this Section 3.08, the Master Servicer shall approve (with respect to Mortgage Loans other than Specially Serviced Mortgage Loans and close, the 2004-C10 Serviced Mortgage Loan) (without the consent of Special Servicer's consent) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) may grant, without any Rating Agency confirmation as provided in paragraph (a) above, a Mortgagor's request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or right-of-way provided the Master Servicer or the Controlling Class RepresentativeSpecial Servicer, all initial syndications of tenant-in-common interestsas applicable, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and shall have determined in accordance with the Servicing Standard that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)Mortgaged Property, that is not a Specially Serviced Mortgage Loan. Upon completion of any or the security intended to be provided by such initial transferMortgage, the Master Servicer shall promptly provide notice by electronic mail thereof related Mortgagor's ability to repay the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, or materially or adversely affect the value of such tenant-in-common syndication is complete. All transfers of Mortgaged Property or cause the Mortgage Loan to cease to be a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request "qualified mortgage" for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special ServicerREMIC purposes. (c) Within 90 ninety (90) days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non2004-C10 Serviced Mortgage LoansLoan) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “"Insured Environmental Event”") giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non2004-C10 Serviced Mortgage LoansLoan), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non2004-C10 Serviced Mortgage LoansLoan), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non2004-C10 Serviced Mortgage LoansLoan), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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 Any fees charged by the respective Rating Agencies in connection with obtaining any written rating confirmation contemplated above in this paragraph shall be charged to the Mortgagor unless prohibited by the related loan documents, in which case such fees shall be Additional Trust Fund Expenses paid out of the Collection Account (or, in the case of a Serviced 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-Through Rate to which such Holder(s) are entitled (in each case by the time any such amounts are due and payable to such Holder(s)), then such amounts shall be deemed to have been distributed to such Holder(s) from REMIC II, as of the time paid and then paid by such Holder(s) and not by any REMIC Pool. If the Special Servicer (or, in the case of a Performing Serviced Trust Mortgage Loan, the applicable Master Servicer), in accordance with the Servicing Standard, determines with respect to each Co-Lender Loanany Serviced Mortgage Loan that by its terms permits transfer, no waiver assumption or further encumbrance of a Serviced Mortgage Loan or the related Mortgaged Property, as applicable, without lender consent upon the satisfaction of certain conditions, that such conditions have not been satisfied, then neither the applicable Master 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. (b) If a Master Servicer or Special Servicer, as applicable, consents subsequent to the Closing Date to the incurrence by the principal(s) of a Mortgagor under a Serviced Mortgage Loan of mezzanine financing in accordance with the related loan documents and enters into an intercreditor agreement, such servicer (to the extent it is permitted to do so under the related loan documents and applicable law and in accordance with the Servicing Standard) shall use reasonable efforts to require the related mezzanine lender to agree to pay a Liquidation Fee in connection with any purchase right that arises upon a Serviced Mortgage Loan default in the event such purchase occurs after the expiration of 90 days from the date the right to purchase arises under such mezzanine intercreditor agreement. The foregoing sentence shall not operate to modify the provisions of the preceding paragraph of this Section 3.08(a) regarding due-on-sale or and 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 Agreementprovisions. (bc) Notwithstanding anything herein to the contrary, the applicable Master Servicer shall approve and close, without the consent of the Special Servicer or the Controlling Class RepresentativeServicer, all initial syndications transfers of tenant-in-common interests, including without limitation ownership interests contemplated by the Tenants-in-Common Loans, related documents for any Performing Serviced Trust Mortgage Loan; provided that all such syndications are specifically permitted by and transfers shall be strictly in accordance with the related Mortgage Loan loan documents for and the applicable Master Servicer may not waive any Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loanrequirements. Upon completion of any such initial transfer, the applicable Master Servicer shall promptly (i) provide notice by electronic mail thereof to the Special Servicer, which notice shall also Servicer and the Controlling Class Representative and (iii) advise the Special Servicer and the Controlling Class Representative, as to the total number of transfers with respect to such Performing Serviced Trust Mortgage Loan that the such Master Servicer has approved and closed as of such date and the expiration date (if any) by which any such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicerloan document. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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 The Master Servicer and the Special Servicer (with respect to a all other 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, 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 Mortgagor, unless the Special Master Servicer (after providing with the Controlling Class Representative 12 Business Days notice consent of such proposed action pursuant to Section 6.11(athe Special Servicer) or Section 6.11(c)the Special 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 in its reasonable judgment (exercised in accordance with the Servicing StandardStandard and which, for the avoidance of doubt, would include a determination that any required conditions to a transfer have been met), that waiver of the lender's rights under such restrictions clauses or the waiver of such other restrictions, as applicable, would be in accordance with the Servicing Standard. Promptly after Standard and (ii) complied with the Special applicable requirements, if any, of Section 6.11 and Section 6.12; provided that: (i) subject to the related Mortgage Loan documents and applicable law, neither the 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 in accordance with any such waiver in respect of a related "due-on-encumbrance provision of encumbrance" clause under any Serviced Trust 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 Significant Mortgage Loan, is equal to or in excess of $20,000,000if, taking into account existing debt on the subject Mortgaged Property (bincluding any related Non-Trust Loan(s)) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralizedproposed additional debt as if such total debt were a single mortgage loan, 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 or the Debt Service Coverage Ratio (calculated is equal to include the additional debt from any encumbrance) of 1.20x or lessless than 1.2x, without receiving a unless it receives prior written confirmation from S&P each Rating Agency that such action would not result in an Adverse Rating Event [(except that prior written confirmation from Fitch and DBRS shall not be required unless the Serviced Mortgage Loan is a downgradingSignificant Mortgage Loan)]; (ii) if the affected Serviced Trust Mortgage Loan is a Significant Mortgage Loan, qualification or withdrawal of the ratings then assigned then, subject to the Certificates. With related Mortgage Loan documents and applicable law, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" clause under any Serviced Trust Mortgage Loan until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event [(except that prior written confirmation from Fitch and DBRS shall not be required unless the Serviced Trust Mortgage Loan is a Significant Mortgage Loan)]; provided that, with respect to a waiver of a due-on-sale provision, in the Special Servicer shall not waive any event that such restriction with respect to which (a) the aggregate of the Stated Principal Balance of such Serviced 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 is not a Significant 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 sentencedocuments contain a requirement for Rating Agency approval, the Master Servicer (with the consent of the Special Servicer Servicer) or the Special Servicer, subject to Section 6.11 and Section 6.12 may waive such requirement without Rating Agency approval by Xxxxx’x or S&P in accordance with the Servicing Standard. With respect ; (iii) the Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to each Co-Lender Loanwithhold, no waiver of a in accordance with any related "due-on-sale or due-on-encumbrance provision will be effective unless encumbrance" clause under any Trust Mortgage Loan that is not a Specially Serviced Mortgage Loan until it has delivered to the Special Servicer first consults its recommendation and analysis of the request, together with a copy of the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement. (b) Notwithstanding anything herein to the contrarymaterials and information upon which such recommendation is based, the Master Servicer shall approve and close, without has received the consent of the Special Servicer (the giving of which consent shall be subject to the Servicing Standard and Section 6.11 and Section 6.12 which consent shall be deemed given if not denied in writing within 10 Business Days (or, if the Controlling Class Representative is entitled to object pursuant to Section 6.11 (or, in the case of the [Blackacre] Loan Combination, if it is being serviced hereunder pursuant to Section 3.28, the [Blackacre] Controlling Party is entitled to object pursuant to Section 6.12), 15 Business Days, which 15 Business Days shall include the five Business Days specified in the proviso at the end of the first paragraph of Section 6.11) after receipt by the Special Servicer of the Master Servicer's written recommendation and analysis and any additional information reasonably requested by the Special Servicer or the Controlling Class Representative; (iv) the Master Servicer shall not waive any right it has, all initial syndications of tenant-in-common interestsor grant any consent it is otherwise entitled to withhold, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and in accordance with the any related "due-on-sale" clause under any Trust Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion Loan until it has received the consent of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise the Special Servicer as (the giving of which consent shall be subject to the total number Servicing Standard and Section 6.11 and Section 6.12 (as applicable) which consent shall be deemed given if not denied in writing within 10 Business Days (or, if the Controlling Class Representative is entitled to object pursuant to Section 6.11 (or, in the case of transfers with respect the [Blackacre] Loan Combination, if it is being serviced hereunder pursuant to such Mortgage Loan that Section 3.28, the [Blackacre] Controlling Party is entitled to object pursuant to Section 6.12), 15 Business Days, which 15 Business Days shall include the five Business Days specified in the proviso at the end of the first paragraph of Section 6.11) of receipt by the Special Servicer of the Master Servicer's written recommendation and analysis and any additional information reasonably requested by the Special Servicer has approved and closed as of such date and or the expiration date Controlling Class Representative; (if anyv) by which such transfer(s) must occur pursuant subject to the related Mortgage Loan documentsdocuments and applicable law, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" or "due-on-encumbrance" clause under any Serviced Mortgage Loan, or approve the assumption of any Mortgage Loan, unless in any such case, all associated costs and expenses are covered without any expense to the Trust (it being understood and agreed that, except as expressly provided herein, neither the Master Servicer nor the Special Servicer shall be obligated to cover or assume any such costs or expenses); and (vi) neither the Master Servicer nor the Special Servicer shall (to the extent that it is within the control thereof to prohibit such event) consent to the transfer of any Serviced Mortgaged Property that secures a Crossed Loan Group unless (i) all of the Serviced Mortgaged Properties securing such Crossed Loan Group are transferred simultaneously by the respective Mortgagor or (ii) advise it obtains the consent of the Controlling Class Representative, which consent shall be deemed given if not denied in writing within 10 Business Days (or, if the Controlling Class Representative is entitled to object pursuant to Section 6.11 (or, in the case of the [Blackacre] Loan Combination, if it is being serviced hereunder pursuant to Section 3.28, the [Blackacre] Controlling Party is entitled to object pursuant to Section 6.12), 15 Business Days, which 15 Business Days shall include the five Business Days specified in the proviso at the end of the first paragraph of Section 6.11) 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 10 Business Days (or, if applicable, 15 Business Days) of receipt of written notice). Notwithstanding the foregoing provisions of this Section 3.08(a), if the Master Servicer rejects a Mortgagor's request in connection with a "due-on-sale" or "due-on-encumbrance" clause under a Trust Mortgage Loan, the Special Servicer shall be given the opportunity to review and, subject to the provisions of whenthis Section 3.08 regarding `due-on-sale" and "due-on-encumbrance" clauses, determine to approve such Mortgagor's request. If, in connection with respect to an assumption of any such Serviced Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any applicable Mortgage Loan covered thereby, Seller bears the Master Servicer shall, costs and expenses associated with such assumption in accordance with the terms of such environmental insurance policy the applicable Mortgage Loan Purchase Agreement, any costs and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid expenses subsequently recovered by the Master Servicer and from the related Mortgagor in respect of such assumption shall be reimbursable promptly remitted by the Master Servicer to it as a Servicing Advancethe applicable Mortgage Loan Seller. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than In the Non-case of any Serviced Mortgage Loans)Loan, the Master Servicer and the Special Servicer shall review and familiarize itself each provide the other with the terms and conditions relating all such information as each may reasonably request in order to enforcement perform its duties under this section. In connection with any permitted assumption of claims and shall monitor the dates by which any claim must be made Serviced Mortgage Loan or any action must be taken under such policy to realize the full value thereof for the benefit waiver of the Certificateholders in the event a "due-on-sale" or "due-on-encumbrance" clause thereunder, the Master Servicer has actual knowledge of an Insured Environmental Event giving rise Servicer, with respect to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Trust Mortgage Loans (other than the Non-that are not Specially Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify or the Special Servicer, the Controlling Class Representativewith respect to all other Mortgage Loans, shall prepare all documents necessary and appropriate for such purposes and shall coordinate with the related Companion Holder (in Mortgagor for the case of a Co-Lender Loan), the Rating Agencies due execution and the Trustee delivery of such termination in writing. Upon receipt documents. (b) Notwithstanding any other provisions of such noticethis Section 3.08, the Master Servicer with respect to non-Trust Mortgage Loans that are not Specially Serviced Mortgage Loans (other than without the Special Servicer's consent, but subject to delivering prior notice to the Special Servicer and the Controlling Class Representative (and with respect to a Loan Combination, the related Non-Serviced Mortgage LoansTrust Noteholder(s), and ) or the Special Servicer with respect to Specially Serviced all other Mortgage Loans, shall address such termination as applicable, may grant, without any Rating Agency confirmation as provided in accordance with Section 3.07(aparagraph (a) in the same manner as it would the termination of any other Insurance Policy required under above, a Mortgagor's request for consent to subject the related Mortgage Loan documents. Any legal feesMortgaged Property to an easement, premiums or other outright-of-pocket costs incurred way or other similar agreement for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Serviced Mortgage Loan to such easement, right-of-way or other similar agreement provided the Master Servicer or the Special Servicer, as applicable, shall have determined in accordance with the Servicing Standard in connection that such easement, right-of-way or other similar agreement shall not materially interfere with a resolution the then-current use of the related Mortgaged Property, the security intended to be provided by such Mortgage or the related Mortgagor's ability to repay the Serviced Mortgage Loan, or materially and adversely affect the value of such termination of an environmental insurance policy shall Mortgaged Property, or cause the Serviced Mortgage Loan to cease to be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advancequalified mortgage loan for REMIC purposes. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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 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 is greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (c) such Mortgage Loan is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from S&P, Xxxxx’x and S&P Fitch that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided, that, if the Mortgage Loan does not meet the criteria set forth in clauses (i), (iii)(a), or (iii)(b) of the immediately preceding sentence, the Master Servicer or the Special Servicer, as applicable, may waive such requirement without confirmation by S&P or Fitch in accordance with the Servicing 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 S&P, Xxxxx’x or S&P 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. (b) Notwithstanding anything herein to the contraryany other provisions of this Section 3.08, the Master Servicer shall approve and close, (with respect to Mortgage Loans other than Specially Serviced Mortgage Loans) (without the consent of Special Servicer’s consent) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) may grant, without any Rating Agency confirmation as provided in paragraph (a) above, a Mortgagor’s request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or right-of-way provided the Master Servicer or the Controlling Class RepresentativeSpecial Servicer, all initial syndications of tenant-in-common interestsas applicable, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and shall have determined in accordance with the Servicing Standard that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)Mortgaged Property, that is not a Specially Serviced Mortgage Loan. Upon completion of any or the security intended to be provided by such initial transferMortgage, the Master Servicer shall promptly provide notice by electronic mail thereof related Mortgagor’s ability to repay the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, or materially or adversely affect the value of such tenant-in-common syndication is complete. All transfers of Mortgaged Property or cause the Mortgage Loan to cease to be a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request “qualified mortgage” for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special ServicerREMIC purposes. (c) Within 90 ninety (90) days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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 Each Master Servicer (with respect to a Mortgage Loan, the Master Servicer shall promptly forward such request to Loans that are not Specially Serviced Mortgage Loans) and the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will analyze such waiver, including the preparation of written materials in connection Servicer (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 other 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, 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 Mortgagor, unless the subject Master Servicer or 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)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 in its reasonable judgment (exercised in accordance with the Servicing StandardStandard and which, for the avoidance of doubt, would include a determination that any required conditions to a transfer have been met), that waiver of the lender's rights under such restrictions clauses or the waiver of such other restrictions, as applicable, would be in accordance with the Servicing Standard. Promptly after Standard and (ii) complied with the Special applicable requirements, if any, of Section 6.11 and, if applicable, Section 6.12; provided that: (i) subject to the related Mortgage Loan documents and applicable law, neither 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 in accordance with any such waiver in respect of a related "due-on-encumbrance provision of encumbrance" clause under any Serviced Trust 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 Significant Mortgage Loan, is equal to or in excess of $20,000,000if, taking into account existing debt on the subject Mortgaged Property (bincluding any related Non-Trust Loan(s)) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralizedproposed additional debt as if such total debt were a single mortgage loan, 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 or the Debt Service Coverage Ratio (calculated is equal to include the additional debt from any encumbrance) of 1.20x or lessless than 1.2x, without receiving a unless it receives prior written confirmation from S&P each Rating Agency that such action would not result in an Adverse Rating Event (except that prior written confirmation from Fitch and Moody's shall not be rxxxxxxx unless the Serviced Trust Mortgage Loan is a downgradingSignificant Mortgage Loan); (ii) if the affected Serviced Trust Mortgage Loan is a Significant Mortgage Loan, qualification or withdrawal of the ratings then assigned then, subject to the Certificates. With related Mortgage Loan documents and applicable law, neither Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" clause under any Serviced Trust Mortgage Loan until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event; provided that, with respect to a waiver of a due-on-sale provision, in the Special Servicer shall not waive any event that such restriction with respect to which (a) the aggregate of the Stated Principal Balance of such Serviced 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 is not a Significant 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 sentencedocuments contain a requirement for Rating Agency approval, the applicable Master Servicer or the Special Servicer Servicer, as the case may be, subject to Section 6.11 and, if applicable, Section 6.12 may waive such requirement without Rating Agency approval by Xxxxx’x or S&P in accordance with the Servicing Standard. With respect ; (iii) subject to each Co-Lender Loanthe related Mortgage Loan documents and applicable law, no waiver of a the applicable Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale or due-on-encumbrance provision will be effective unless encumbrance" clause under any Trust Mortgage Loan that is not a Specially Serviced Mortgage Loan until it has delivered to the Special Servicer first consults its recommendation and analysis of the request, together with a copy of the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement. (b) Notwithstanding anything herein to the contrarymaterials and information upon which such recommendation is based, the Master Servicer shall approve and close, without has received the consent of the Special Servicer (the giving of which consent shall be subject to the Servicing Standard, Section 6.11 and, if applicable, Section 6.12, which consent shall be deemed given if not denied in writing within 10 Business Days (or, if the Controlling Class Representative is entitled to object pursuant to Section 6.11, 15 Business Days (which 15 Business Days shall include the five Business Days specified in the proviso at the end of the first paragraph of Section 6.11) after receipt by the Special Servicer of the applicable Master Servicer's written recommendation and analysis and any additional information reasonably requested by the Special Servicer or the Controlling Class Representative, all initial syndications of tenant-in-common interests, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and in accordance with ); (iv) subject to the related Mortgage Loan documents for 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 Trust Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion Loan until it has received the consent of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise the Special Servicer as (the giving of which consent shall be subject to the total number Servicing Standard, Section 6.11 and, if applicable, Section 6.12, which consent shall be deemed given if not denied in writing within 10 Business Days (or, if the Controlling Class Representative is entitled to object pursuant to Section 6.11, 15 Business Days (which 15 Business Days shall include the five Business Days specified in the proviso at the end of transfers with respect to such Mortgage Loan that the Master first paragraph of Section 6.11) of receipt by the Special Servicer has approved and closed as of such date Master Servicer's written recommendation and analysis and any additional information reasonably requested by the expiration date Special Servicer or the Controlling Class Representative); (if anyv) by which such transfer(s) must occur pursuant subject to the related Mortgage Loan documentsdocuments and applicable law, neither the applicable Master Servicer nor the Special Servicer, as the case may be, shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" or "due-on-encumbrance" clause under any Serviced Mortgage Loan, or approve the assumption of any 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, the applicable Master Servicer or the Special Servicer, as the case may be, shall not be obligated to cover or assume any such costs or expenses); and (vi) the applicable Master Servicer or the Special Servicer, as the case may be, shall not (to the extent that it is within the control thereof to prohibit such event) consent to the transfer of any Serviced Mortgaged Property that secures a Crossed Loan Group unless (i) all of the Serviced Mortgaged Properties securing such Crossed Loan Group are transferred simultaneously by the respective Mortgagor or (ii) advise it obtains the Special Servicer consent of whenthe Controlling Class Representative, which consent shall be deemed given if not denied in writing within 10 Business Days (or, if the Controlling Class Representative is entitled to object pursuant to Section 6.11, 15 Business Days, which 15 Business Days shall include the five Business Days specified in the proviso at the end of the first paragraph of Section 6.11) 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 10 Business Days (or, if applicable, 15 Business Days) of receipt of written notice). If, in connection with respect to an assumption of any such Serviced Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any applicable Mortgage Loan covered thereby, Seller bears the Master Servicer shall, costs and expenses associated with such assumption in accordance with the terms of the applicable Mortgage Loan Purchase Agreement, any costs and expenses subsequently recovered by the applicable Master Servicer or the Special Servicer from the related Mortgagor in respect of such environmental insurance policy assumption shall be promptly remitted by such Master Servicer or the Special Servicer to the applicable Mortgage Loan Seller. In the case of any Serviced Mortgage Loan, the applicable Master Servicer and the Servicing StandardSpecial Servicer shall each provide the other with all such information as each may reasonably request in order to perform its duties under this Section. In connection with any permitted assumption of any Serviced Mortgage Loan or waiver of a "due-on-sale" or "due-on-encumbrance" clause thereunder, timely make a claim thereunder the applicable Master Servicer, with respect to Trust Mortgage Loans that are not Specially Serviced Mortgage Loans, or the Special Servicer, with respect to the Specially Serviced Mortgage Loans, shall prepare all documents necessary and appropriate for such purposes and shall coordinate with the appropriate insurer related Mortgagor for the due execution and shall take delivery of such other actions documents. If the applicable Master Servicer or the Special Servicer, as applicable, consents subsequent to the Closing Date to the incurrence by the principal(s) of a Mortgagor under a Trust Mortgage Loan of mezzanine financing or the incurrence by a Mortgagor of subordinate debt and enters into an intercreditor agreement, such servicer (to the extent it is permitted to do so under the related loan documents and applicable law and in accordance with the Servicing Standard which are necessary Standard) shall require the related mezzanine or subordinate lender to agree to pay a Principal Recovery Fee in connection with any purchase right that arises upon a loan default in the event such purchase occurs after the expiration of 60 days from the date the right to purchase arises under such environmental insurance policy in order intercreditor agreement. The foregoing sentence shall not operate to realize modify the full value thereof for the benefit provisions of the Certificateholderspreceding paragraph of this Section 3.08(a) regarding due-on-sale and due-on-encumbrance provisions. Any legal feesNotwithstanding anything in this Section 3.08(a) or any other provision of this Agreement to the contrary, premiums or other out-of-pocket costs incurred with respect to the Mortgage Loan identified on the Mortgage Loan Schedule by property name Dover Center at Cool Springs (loan number 18), Master Servicer No. 2 shall determine, in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by Standard, whether the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself related Mortgagor has complied with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders provisions of the related Mortgage Loan documents related to syndication of tenant in common interests in the event the Master Servicer has actual knowledge related Mortgagor. No consent of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class RepresentativeRepresentative or any Rating Agency to any such transfer of interests shall be required provided all conditions (none of which may be waived by Master Servicer No. 2) have been complied with. Master Servicer No. 2 shall notify the Special Servicer of the occurrence of such transfer. (b) Notwithstanding any other provisions of this Section 3.08, the related Companion Holder (in the case of a Co-Lender Loan)applicable Master Servicer, the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Trust Mortgage Loans that are not Specially Serviced Mortgage Loans (other than without the Special Servicer's consent, but subject to delivering prior notice to the Special Servicer and the Controlling Class Representative (and with respect to a Loan Combination, the related Non-Serviced Mortgage LoansTrust Noteholder(s), and ) or the Special Servicer with respect to the Specially Serviced Mortgage Loans, shall address such termination as applicable, may grant, without any Rating Agency confirmation as otherwise provided in accordance with Section 3.07(aparagraph (a) in the same manner as it would the termination of any other Insurance Policy required under above, a Mortgagor's request for consent to subject the related Mortgage Loan documents. Any legal feesMortgaged Property to an easement, premiums or other outright-of-pocket costs incurred way or other similar agreement for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Serviced Mortgage Loan to such easement, right-of-way or other similar agreement provided the applicable Master Servicer or the Special Servicer, as the case may be, shall have determined in accordance with the Servicing Standard in connection that such easement, right-of-way or other similar agreement shall not materially interfere with a resolution the then-current use of the related Mortgaged Property, the security intended to be provided by such Mortgage or the related Mortgagor's ability to repay the Serviced Mortgage Loan, or materially and adversely affect the value of such termination of an environmental insurance policy shall Mortgaged Property, or cause the Serviced Mortgage Loan to cease to be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advancequalified mortgage loan for REMIC purposes. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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 not meet (i) with a Stated Principal Balance that is one of the criteria set forth ten highest Stated Principal Balances in clauses (a)the Mortgage Pool, (bii) 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 (c) of this sentenceapplicable law, neither the applicable Master Servicer nor the applicable Special Servicer may shall waive such requirement without approval by Xxxxx’x any right it has, or S&P grant any consent it is otherwise entitled to withhold, in accordance with the Servicing Standard. With respect to each Co-Lender Loan, no waiver of a any related "due-on-sale sale" clause under any Mortgage Loan until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event with respect to any Class of Rated Certificates; and provided, further, that, subject to the related Mortgage Loan Documents and applicable law, the applicable Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-encumbrance provision will be effective unless encumbrance" clause under any Mortgage Loan (other than a Co-op Mortgage Loan as to which the NCBFSB Subordinate Debt Conditions have been satisfied) until it has delivered to the applicable Special Servicer first consults its recommendation and analysis of the request, together with a copy of the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement. (b) Notwithstanding anything herein to the contrarymaterials and information upon which such recommendation is based, the Master Servicer shall approve and close, without 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), which consent shall be deemed given if not denied in writing within 10 Business Days of receipt by the applicable Special Servicer of the applicable Master Servicer's written recommendation and analysis and any additional information requested by the applicable Special Servicer or the Controlling Class Representative; and provided, further, that, subject to the related Mortgage Loan Documents and applicable law, the applicable Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" clause under any Mortgage Loan until it has received the consent of the applicable Special Servicer (the giving of which consent shall be subject to the Servicing Standard and Section 3.24), which consent shall be deemed given if not denied in writing within 10 Business Days of receipt by the applicable Special Servicer of the applicable Master Servicer's written recommendation and analysis and any additional information requested by the applicable Special Servicer or the Controlling Class Representative; and provided, further, that, subject to the related Mortgage Loan Documents and applicable law, neither the applicable Master Servicer nor the applicable Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" or "due-on-encumbrance" clause under any Mortgage Loan, or approve the assumption of any Mortgage Loan, unless in any such case, all initial syndications 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 tenantany Mortgaged Property which secures a Cross-inCollateralized Group unless (i) all of the Mortgaged Properties securing such Cross-common interestsCollateralized 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 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 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 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, without the need to obtain any consent hereunder (and without the need to obtain a ratings confirmation), permit the related Borrower to incur subordinate debt if the NCBFSB Subordinate Debt Conditions have been met (as certified in writing to the Trustee and the Controlling Class Representative by the NCBFSB Master Servicer no later than five Business Days prior to the making of the subject subordinate loan without right of reimbursement from the Trust) which certification shall include notice of the circumstances of the waiver, including information necessary for the Controlling Class Representative to determine whether the NCBFSB Subordinate Debt Conditions have been satisfied); provided that, subject to the related Mortgage Loan Documents and applicable law, the 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-encumbrance" clause under any Mortgage Loan, pursuant to this paragraph, unless in any such case, all associated costs and expenses are covered without limitation any expense to the Tenants-in-Common LoansTrust. If a Master Servicer or a Special Servicer collects an assumption fee or an assumption application fee in connection with any transfer or proposed transfer of any interest in a Borrower or a Mortgaged Property, provided then such syndications 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 specifically permitted 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 Mortgage Loan documents for any Mortgage Loan Documents. Any remaining portion of such assumption fee (other than such remaining portion, a Non-Serviced Mortgage Loan)"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 is not a Specially Serviced Mortgage Loan. Upon completion of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan the Washington Center Total Loan, any Net Assumption Fee that is payable to the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur related B Holder pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy A/B Intercreditor Agreement shall be paid by to the General Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the General Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in 3.11. It is hereby acknowledged that the same manner as it would assumption application fee and the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard assumption fee paid in connection with a resolution the assumption of such termination of an environmental insurance policy shall be paid 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 Master Servicer Column Mortgage Loan Seller and shall not be reimbursable payable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the 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, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loanextent it would constitute additional compensation for the other such party, without the consent of such other party.

Enforcement of Alienation Clauses. (ai) Upon 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 . (ii) Subject to Section 3.08(a)(iii) below, with respect to any Tenants-in-Common Loan, the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall not exercise review (A) each request for a sale, transfer or syndication of any Mortgagor's equity interests in the related Mortgagor and shall promptly analyze such request, including, with regard to each proposed Mortgagor transferee, the financial statements, credit information, organizational documents and other written materials set forth on the applicable schedule on Exhibit Z hereto, to determine, in accordance with the Servicing Standard, whether the requested sale, transfer or syndication meets the applicable requirements and to obtain any consents required under any related Intercreditor Agreement, and (B) the corresponding waiver in respect of a any applicable due-on-sale or due-on-encumbrance provision and determine whether approval of such waiver is consistent with the Servicing Standard. Promptly after the Master Servicer has made any such affirmative determination that such sale, transfer or syndication meets the applicable requirements on Exhibit Z, the Master Servicer shall deliver to the Special Servicer, the Trustee, the Rating Agencies and each other party hereto, no later than five (5) Business Days prior to such sale, transfer or syndication, an Officer's Certificate setting forth notice of the approval or disapproval and the basis for such determination, including evidence of compliance with each of the requirements for such Mortgage Loan described on Exhibit Z, provided, however, if the proposed investor/transferee is a single member limited liability company not organized in Delaware or is not an accredited investor, the provisions of this Section 3.08(a)(ii) shall not apply and approval of any Mortgage Loan such transfer shall follow the procedures set forth in Section 3.08(a)(i), and provided further that is cross-collateralized or cross-defaulted notwithstanding Section 3.11(c), with one respect to any transfer approved pursuant to this Section 3.08(a)(ii), the Special Servicer shall be entitled to 50% of all fees paid by the Mortgagor, and the Master Servicer shall not waive any such fees without the consent of the ten largest Special Servicer. (iii) With respect to all Mortgage Loans or that is one of (other than the ten largest 2006-C23 Serviced Mortgage Loans as of the date of the waiver (by Stated Principal BalanceLoan), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of neither the rating then assigned to Master Servicer nor the Certificates. The Special Servicer shall exercise (and 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 and Moody's that such action would not result in a downgrading, qualxxxxxxxon 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 or less, without receiving a prior written confirmation from S&P Fitch 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 Fitch that such action would not result in a downgraxxxx, xualification 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 Balancx (xxxxuding 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 S&P that such action would not result by Fitch 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 Fitch or S&P Moody's in accordance with the Servicing Standard; provided, furxxxx, xhat, if the Mortgage Loan is not one of the ten largest Mortgage Loans (by Stated Principal Balance, including all other Mortgage Loans that are cross-collateralized and cross-defaulted with such Mortgage Loan) as of the date of the waiver, the Master Servicer or Special Servicer, as applicable, may waive such requirement without approval by Fitch in accordance with the Servicing Standard. With respect to each Co-Lender Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement. (b) Notwithstanding anything herein to the contraryany other provisions of this Section 3.08, the Master Servicer shall approve (with respect to Mortgage Loans other than Specially Serviced Mortgage Loans and close, the 2006-C23 Serviced Mortgage Loan) (without the consent of Special Servicer's consent) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) may grant, without any Rating Agency confirmation as provided in paragraph (a) above, a Mortgagor's request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or right-of-way provided the Master Servicer or the Controlling Class RepresentativeSpecial Servicer, all initial syndications of tenant-in-common interestsas applicable, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and shall have determined in accordance with the Servicing Standard that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)Mortgaged Property, that is not a Specially Serviced Mortgage Loan. Upon completion of any or the security intended to be provided by such initial transferMortgage, the Master Servicer shall promptly provide notice by electronic mail thereof related Mortgagor's ability to repay the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, or materially or adversely affect the value of such tenant-in-common syndication is complete. All transfers of Mortgaged Property or cause the Mortgage Loan to cease to be a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request "qualified mortgage" for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special ServicerREMIC purposes. (c) Within 90 ninety (90) days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non2006-C23 Serviced Mortgage LoansLoan) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “"Insured Environmental Event”") giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non2006-C23 Serviced Mortgage LoansLoan), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non2006-C23 Serviced Mortgage LoansLoan), the Master Servicer shall, within five (5) Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non2006-C23 Serviced Mortgage LoansLoan), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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 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, including, without limitation, the Servicing Standard. If the Special Servicer does not respond within such 10 Business Day period, the Special Servicer's consent shall be deemed granted. The Controlling Class Representative shall have the right, within five business days following a response from the Special Servicer or the expiration of the 10 Business Day period, to analyze and approve the recommendation of the Special Servicer. If the Controlling Class Representative does not respond within such five business days, the action proposed by the Special Servicer 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 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 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 and each Rating Agency of any assumption or substitution agreement executed pursuant to this AgreementSection 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, will analyze such waiver, including the preparation for approving a transfer of written materials a Mortgaged Property or an interest in a Mortgagor collected from a Mortgagor in connection with such analysisan 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 will close the related transactionSpecial 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 consent rights 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 (if any) of each Companion Holder pursuant to the extent required under the related Intercreditor Agreement as 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 this Section. connection with an assumption, but the costs associated therewith and any other costs associated with such assumption are not collected from the related Mortgagor, subject to the limitations described in Section 2.03(e), such unpaid costs shall be satisfied by the Mortgage Loan Seller out of its own funds without right of reimbursement from the Trust Fund. (b) With respect to all Mortgage Loans a transfer and Companion Loans (other than the Non-assumption of a Specially Serviced Mortgage Loans and their Loan, if any Mortgage contains restrictions on transfers of the related Companion Loans)Mortgaged Property and/or transfers of interests in the related Mortgagor, then the Special Servicer, on behalf of the Trustee as Trust, and not the mortgagee of recordMaster Servicer, 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 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 of such restrictions would be in accordance with 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 any such waiver relevant supporting documentation 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)thereof, 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 Trustee, 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. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall approve and close, without the consent of the Special Servicer or the Controlling Class Representative, all initial syndications of tenant-in-common interests, including without limitation the Tenants-in-Common Loans, ; provided such syndications are specifically permitted by and in accordance with the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as waiver of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication restrictions shall be processed subject to Section 3.08(d) and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special ServicerSection 6. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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 such restrictions, unless the Master Servicer has determined, in its reasonable, good faith judgment, that enforcement of such restrictions would be a violation of the Servicing Standard (as evidenced by an Officer's Certificate setting forth the basis for such determination delivered, together with 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 of such restrictions 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 and as applicable. (b) If, with respect to a Specially Serviced Mortgage Loan, the Master Servicer receives a request from a Mortgagor for consent to a transfer of the related Mortgaged Property and assumption of such Specially Serviced Mortgage Loan and/or consent to a transfer of interests in the related Mortgagor, the Master Servicer shall immediately notify the Special Servicer of such request and deliver to the Special Servicer any documents that the Master Servicer shall have received regarding the proposed transfer and assumption. 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 and as applicable, the Special Servicer shall determine whether to grant such consent or to enforce any restrictions on such transfer and/or assumption contained in the related loan documents, in accordance with the Servicing Standard. Upon consent by the Special Servicer to any proposed transfer of a Mortgaged Property and assumption by the proposed transferee of the related Serviced Mortgage Loan pursuant to this Section 3.08(b), the Special Servicer shall process the request of the related Mortgagor for such transfer and assumption and 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 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 Special 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 Special Servicer shall notify the Trustee, the Master Servicer, each Rating Agency, the Controlling Class Representative and, with respect to a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s), of any assumption or substitution agreement executed pursuant to this Section 3.08(b) and shall forward thereto a copy of such agreement. Subject to the terms of the related loan documents, no assumption of a Cross-Collateralized Mortgage Loan shall be made without the assumption of all other Serviced Trust Mortgage Loans making up the related Cross-Collateralized Group. Further, subject to the terms of the related loan documents and applicable law, no assumption of a Serviced Mortgage Loan shall be made unless all costs in connection therewith, including any arising from seeking Rating Agency confirmation, are paid by the related Mortgagor. (c) If, with respect to a Performing Serviced Mortgage Loan, the Master Servicer receives a request from the related Mortgagor regarding a further encumbrance of the related Mortgaged Property or of an interest in the related Mortgagor, then the Master Servicer shall promptly obtain relevant information for purposes of evaluating such request. If the Master Servicer determines, consistent with the Servicing Standard, to approve such further encumbrance, then the Master Servicer shall 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. The Special Servicer shall have the right hereunder, within 15 days of receipt of such recommendation and supporting materials and any other materials reasonably requested by the Special Servicer, to reasonably withhold or, subject to Section 3.08(d) and, further, subject to the Special Servicer obtaining any consent to the extent required pursuant to Section 6.11, Section 6.12, Section 6.13, Section 6.14 and/or Section 6.15, in each case if and as applicable, grant consent to any such request for such further encumbrance of the related Mortgaged Property or of an interest in the related Mortgagor, as applicable, in accordance with the terms of such Serviced Mortgage Loan and this Agreement and subject to the Servicing Standard. If the Special Servicer does not respond within such 15-day period, such party's consent shall be deemed granted. If the Special Servicer consents or is deemed to have consented to such further encumbrance of the related Mortgaged Property or of an interest in the related Mortgagor, as applicable, the Master Servicer shall process such request of the related Mortgagor. If the Special Servicer does not consent to, and is not deemed to have consented to, such further encumbrance, then the Master Servicer, on behalf of the Trustee (as mortgagee of record on behalf of the Certificateholders and, with respect to 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 loan documents on transfers or further encumbrances of the related Mortgaged Property and/or of an interest in the related Mortgagor, as applicable, unless the Master Servicer has determined, in its reasonable, good faith judgment, that failure to waive such restrictions would be a violation of the Servicing Standard (as evidenced by an Officer's Certificate setting forth the basis for such determination delivered to the Trustee and the Special Servicer, each Rating Agency and, with respect to a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)); provided that any such waiver of such restrictions shall be subject to Section 3.08(d) and Section 6.11, Section 6.12, Section 6.13, Section 6.14 and/or Section 6.15 in each case if and as applicable. To the extent permitted by the applicable loan documents and applicable law, the Master Servicer may charge the related Mortgagor (and retain to the extent permitted under Section 3.11) a fee in connection with any enforcement or waiver contemplated in this paragraph of subsection (c). With respect to any Specially Serviced Mortgage Loan, the Special Servicer, on transfers behalf of the Trustee (as mortgagee of record on behalf of the Certificateholders and, in the case of 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 loan documents on further encumbrances of the related Mortgaged Property and/or of interests in the related Mortgagor, as applicable, and shall process all documentation in connection therewith, 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 Standardin its reasonable, good faith judgment, that waiver of such restrictions would be in accordance with the Servicing StandardStandard (as evidenced by an Officer's Certificate setting forth the basis for such determination delivered to the Trustee, the Master Servicer, each Rating Agency and, with respect to a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)); provided that any such waiver of such restrictions shall be subject to Section 3.08(d) and Section 6.11, Section 6.12, Section 6.13, Section 6.14 and/or Section 6.15, in each case if and as applicable. Promptly after To the extent permitted by the applicable loan documents and applicable law, the Special Servicer may charge the related Mortgagor (after providing and retain to the Controlling Class Representative 12 Business Days notice extent permitted under Section 3.11) a fee in connection with any enforcement or waiver contemplated in this paragraph of such proposed action pursuant subsection (c). (d) Notwithstanding anything to the contrary contained in this Section 6.11(a3.08, but subject to the related loan documents and applicable law, (A) (i) if the then unpaid principal balance of the subject Serviced Trust Mortgage Loan is at least equal to $20,000,000, then neither the Master Servicer nor the Special Servicer shall waive any restrictions contained in the related Mortgage on transfers of the related Mortgaged Property or on transfers of interests in the related Mortgagor, and (ii) if (w) the then unpaid principal balance of the subject Serviced Trust Mortgage Loan is at least equal to 2% of the then aggregate principal balance of the Mortgage Pool or (x) the subject Serviced Trust Mortgage Loan is then one of the ten largest Trust Mortgage Loans in the Mortgage Pool or (y) the aggregate loan-to-value ratio of the subject Serviced Trust Mortgage Loan (together with any additional loans that would further encumber the related Mortgaged Property and/or interests in the related Mortgagor) would be equal to or greater than 85% or (z) the aggregate debt service coverage ratio of the related Mortgaged Property (taking into account any additional loans that would further encumber the related Mortgaged Property and/or interests in the related Mortgagor) would be less than 1.20x, then neither the Special Servicer nor the Master Servicer shall waive any restrictions contained in the related Mortgage on further encumbrances of the related Mortgaged Property or of interests in the related Mortgagor, unless, in the case of either (i) or Section 6.11(c)(ii) above, the Special Servicer or the Master 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 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 received 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 an Adverse Rating Event with respect to which (a) the aggregate any Class of the Stated Principal Balance Certificates or, if a Serviced Loan Combination is involved, any class of such Pari Passu Non-Trust Mortgage Loan Securities rated by such Rating Agency, and (B) if 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 subject Serviced Trust Mortgage Loan is then one of the ten largest Trust Mortgage Loans in the Mortgage Pool, then neither the Master Servicer nor the Special Servicer, as applicable, shall waive any restrictions contained in the related Mortgage on transfers or further encumbrances of the date related Mortgaged Property or on transfers of interests in the waiver (by Stated Principal Balance)related Mortgagor, without receiving unless the Master Servicer or the Special Servicer, as the case may be, shall have received prior written confirmation from Xxxxx’x and S&P Xxxxx'x 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. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall approve and close, without the consent of the Special Servicer or the Controlling Class Representative, all initial syndications of tenant-in-common interests, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and in accordance with the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, an Adverse Rating Event with respect to any such Mortgage LoanClass of Certificates or, such tenant-in-common syndication if a Serviced Loan Combination is complete. All transfers involved, any class of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Pari Passu Non-Serviced Trust Mortgage Loans) covered Loan Securities rated by an environmental insurance policy, if any, such Rating Agency. Neither the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.nor 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 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. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall approve and close, without the consent of the Special Servicer or the Controlling Class Representative, all initial syndications of tenant-in-common interests, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and in accordance with the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.ratings

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 118 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 Loan or a request by a Mortgagor for a determination with respect to a Serviced Loan which by its terms permits transfer, assumption or further encumbrance without lender consent upon the satisfaction of certain conditions, that such conditions have been satisfied, the Master Servicer (in the case of non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans), as applicable, shall analyze such request, shall prepare all written materials in connection with such analysis, and shall, if it approves such request in accordance with the Servicing Standard, close the related transaction, subject to Section 6.11 and Section 6.12, in each case as and if applicable, and any applicable intercreditor, co-lender or similar agreement; provided that the Master Servicer shall not waive any due-on-sale or due-on-encumbrance provision with respect or consent to a Mortgage Loan, any assumption without the Master Servicer shall promptly forward such request to consent of 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 recordrecord (or, in the case of a Non-Trust Loan, on behalf of the related Non-Trust Loan Noteholder), shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer (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 StandardStandard and subject to Section 6.11 and Section 6.12, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer (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 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 Servicer, the Special Servicer or a Sub-Servicer on behalf of either of them shall not exercise (or, in the case of the Special Servicer, consent to the Master Servicer exercising) any such waiver in respect of a due-on-encumbrance provision of any 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 (ai) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralizedcollateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $20,000,000, (bii) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralizedcollateralized with, 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 (ciii) such Mortgage Loan is one of the ten (10) largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from 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. In addition, none of the Master Servicer, the Special Servicer or a Sub-Servicer on behalf of either of them shall waive (or, in the case of the Special Servicer, consent to the Master Servicer waiving) any due-on-sale provision of any Mortgage Loan with respect to which (i) the aggregate of the Stated Principal Balance of such Mortgage Loan and S&P the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $35,000,000 (or $20,000,000 with respect to Xxxxx'x), (ii) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized with, cross-defaulted with or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (iii) such Mortgage Loan is one of the ten (10) largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from each Rating Agency that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided. Any fees charged by the Rating Agencies in connection with obtaining any written confirmation contemplated in 119 the two preceding sentences shall be charged to the Mortgagor unless prohibited by the related Serviced Loan documents, furtherin which case such fees shall be Additional Trust Fund Expenses paid out of the Collection Account (or, in the case of a Loan Combination, shall be paid out of the related Loan Combination Custodial Account), to the extent that the related Mortgage Loan Seller has not paid such fees, pursuant to the applicable Mortgage Loan Purchase Agreement, provided that, if and to the Mortgage Loan does not meet extent that any such Rating Agency fees paid would result in the criteria set forth failure of any one or more Holder(s) of Regular Certificates to receive any amount of principal or interest at the related Pass-Through Rate to which such Holder(s) are entitled (in clauses (aeach case by the time any such amounts are due and payable to such Holder(s)), (bthen such amounts shall be deemed to have been distributed to such Holder(s) from REMIC II, as of the time paid and then paid by such Holder(s) and not by any REMIC Pool. If the Master Servicer (cin the case of non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans) determines with respect to any Serviced Loan that by its terms permits transfer, assumption or further encumbrance of a Serviced Loan or the related Mortgaged Property, as applicable, without lender consent upon the satisfaction of certain conditions, that such conditions have not been satisfied, then such servicer shall not permit such transfer, assumption or further encumbrance. Notwithstanding the foregoing, if the Master Servicer or a Sub-Servicer on its behalf rejects a Mortgagor's request in connection with a "due-on-sale" or "due-on-encumbrance" clause under a Serviced Loan as to which it is reviewing such request in the circumstances specified above in this sentenceparagraph, the Special Servicer may waive such requirement without approval by Xxxxx’x or S&P in accordance with will be given the Servicing Standard. With respect opportunity to each Co-Lender Loanreview and, no waiver subject to the provisions of a this paragraph regarding "due-on-sale or sale" and "due-on-encumbrance provision will be effective unless encumbrance" clauses, determine whether to approve such Mortgagor's request. As used in this paragraph, the Special Servicer terms "sale", "transfer" and "encumbrance" include the matters contemplated by the parentheticals in the first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreementsentence of this paragraph. (b) Notwithstanding anything herein to the contrary, the Master Servicer shall approve and close, without the consent of the Special Servicer or the Controlling Class Representative, all initial syndications of tenant-in-common interests, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and in accordance with the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of If the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply consents subsequent to the Closing Date to the incurrence by the principal(s) of a Mortgagor under a Serviced Loan of mezzanine financing in accordance with the related Companion loan documents and enters into an intercreditor agreement, such servicer (to the extent it is permitted to do so under the related loan documents and applicable law and in accordance with the Servicing Standard) shall use reasonable efforts to require the related mezzanine lender to agree to pay a Liquidation Fee in connection with any purchase right that arises upon a Serviced Loan default in the event such purchase occurs after the expiration of 60 days from the date the right to purchase arises under such mezzanine intercreditor agreement. The foregoing sentence shall not operate to modify the provisions of the preceding paragraph of this Section 3.08(a) regarding due-on-sale and due-on-encumbrance provisions. (c) Notwithstanding any other provisions of this Section 3.08, the Master Servicer (with respect to Mortgage Loans that are not Specially Serviced Loans (without the Special Servicer's consent) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), without any Rating Agency confirmation as provided in subsection (a) above, may grant a Mortgagor's request for consent (or, in the case of an REO Property, may consent) to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the subject Mortgage Loan to such easement or right-of-way, provided that the Master Servicer or the Special Servicer, as applicable, shall have determined in accordance with the Servicing Standard that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgaged Property, the security intended to be provided by such Mortgage or the related Mortgagor's ability to repay the subject Mortgage Loan, and will not materially or adversely affect the value of such Mortgaged Property and that the granting of such consent would not result in an Adverse REMIC Event.

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 The Special Servicer (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, 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 Mortgagor, unless the Special Servicer has (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(ai) 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 in its reasonable judgment (exercised in accordance with the Servicing StandardStandard and which, for the avoidance of doubt, would include a determination that any required conditions to a transfer have been met), that waiver of the lender's rights under such restrictions clauses or the waiver of such other restrictions, as applicable, would be in accordance with the Servicing Standard. Promptly after Standard and (ii) complied with the Special Servicer applicable requirements, if any, of Section 6.11 and Section 6.12; provided that: (after providing i) subject to 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 determinationrelated Mortgage Loan documents and applicable law, the Special Servicer shall deliver not 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 Serviced Trust 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 Significant Mortgage Loan, is equal to or in excess of $20,000,000if, taking into account existing debt on the subject Mortgaged Property (bincluding any related Non-Trust Loan(s)) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralizedproposed additional debt as if such total debt were a single mortgage loan, 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 or the Debt Service Coverage Ratio (calculated is equal to include the additional debt from any encumbrance) of 1.20x or lessless than 1.2x, without receiving a unless it receives prior written confirmation from S&P each Rating Agency that such action would not result in an Adverse Rating Event; (ii) if the affected Serviced Trust Mortgage Loan is a downgradingSignificant Mortgage Loan, qualification or withdrawal of the ratings then assigned then, subject to the Certificates. With related Mortgage Loan documents and applicable law, the Special 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 Serviced Trust Mortgage Loan until it has received written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event; provided that, with respect to a waiver of a due-on-sale provision, in the event that such Serviced Mortgage Loan is not a Significant Mortgage Loan, and the Mortgage Loan documents contain a requirement for Rating Agency approval, the Special Servicer, subject to Section 6.11 and Section 6.12 may waive such requirement without Rating Agency approval in accordance with the Servicing Standard; (iii) subject to the related Mortgage Loan documents and applicable law, the Special Servicer shall not waive any such restriction right it has, or grant any consent it is otherwise entitled to withhold, in accordance 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 crossany related "due-collateralized, crosson-defaulted sale" or have been made to Mortgagors affiliated with the Mortgagor on such "due-on-encumbrance" clause under any Serviced Mortgage Loan, is equal to or in excess approve the assumption 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 any Mortgage Loan, unless in any such case, all associated costs and expenses 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), covered 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 any expense to the Certificates; provided, further, Trust (it being understood and agreed that, if the Mortgage Loan does not meet the criteria set forth in clauses (a), (b) and (c) of this sentenceexcept as expressly provided herein, the Special Servicer may waive shall not be obligated to cover or assume any such requirement without approval costs or expenses); and (iv) the Special Servicer shall not (to the extent that it is within the control thereof to prohibit such event) consent to the transfer of any Serviced Mortgaged Property that secures a Crossed Loan Group unless (i) all of the Serviced Mortgaged Properties securing such Crossed Loan Group are transferred simultaneously by Xxxxx’x the respective Mortgagor or S&P (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 (or, if the Controlling Class Representative is entitled to object pursuant to Section 6.11, 15 Business Days, which 15 Business Days shall include the five Business Days specified in the proviso at the end of the first paragraph of Section 6.11) 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 10 Business Days (or, if applicable, 15 Business Days) of receipt of written notice). If, in connection with an assumption of any Serviced Mortgage Loan, the applicable Mortgage Loan Seller bears the costs and expenses associated with such assumption in accordance with the Servicing Standardterms of the applicable Mortgage Loan Purchase Agreement, any costs and expenses subsequently recovered by the Master Servicer from the related Mortgagor in respect of such assumption shall be promptly remitted by the Master Servicer to the applicable Mortgage Loan Seller. With respect to each Co-Lender In the case of any Serviced Mortgage Loan, no the Master Servicer and the Special Servicer shall each provide the other with all such information as each may reasonably request in order to perform its duties under this section. In connection with any permitted assumption of any Serviced Mortgage Loan or waiver of a "due-on-sale sale" or "due-on-encumbrance" clause thereunder, the Special Servicer shall prepare all documents necessary and appropriate for such purposes and shall coordinate with the related Mortgagor for the due execution and delivery of such documents. The Special Servicer shall promptly (i) notify in writing the Master Servicer of any assumption of any Serviced Mortgage Loan or waiver of a "due-on-sale" or due-on-encumbrance provision will be effective unless the Special Servicer first consults encumbrance" clause agreed with the related Subordinate Companion Holder if required under Mortgagor and (ii) deliver to the applicable Intercreditor AgreementMaster Servicer copies of all documents executed and delivered by the related Mortgagor in connection therewith. (b) Notwithstanding anything herein to the contraryany other provisions of this Section 3.08, the Master Servicer shall approve and close, without the consent of the Special Servicer or the Controlling Class Representativewith respect to all Mortgage Loans may grant, all initial syndications of tenant-in-common interestswithout any Rating Agency confirmation as provided in paragraph (a) above, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and in accordance with a Mortgagor's request for consent to subject the related Mortgaged Property to an easement, right-of-way or other similar agreement for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Serviced Mortgage Loan documents for any Mortgage Loan (to such easement, right-of-way or other than a Non-Serviced Mortgage Loan), that is not a Specially Serviced Mortgage Loan. Upon completion of any such initial transfer, the Master Servicer shall promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall also (i) advise similar agreement provided the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special Servicer. (c) Within 90 days of the Closing Date, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions have determined in accordance with the Servicing Standard which are necessary under that such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal feeseasement, premiums or other outright-of-pocket costs incurred in accordance way or other similar agreement shall not materially interfere with the Servicing Standard in connection with any then-current use of the related Mortgaged Property, the security intended to be provided by such claim under an environmental insurance policy shall be paid by Mortgage or the Master Servicer and shall be reimbursable related Mortgagor's ability to it as a Servicing Advance. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than repay the Non-Serviced Mortgage Loans)Loan, or materially and adversely affect the Master Servicer shall review and familiarize itself with value of such Mortgaged Property, or cause the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of Loan to cease to be a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advancequalified mortgage loan for REMIC purposes. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.

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. (b) Notwithstanding anything herein to the contraryany other provisions of this Section 3.08, the Master Servicer shall approve and close(without the Special Servicer's consent) or the Special Servicer, as applicable, may grant, without any Rating Agency confirmation as provided in paragraph (a) above, a Mortgagor's request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the Special related Mortgage Loan to such easement or right-of-way provided the Master Servicer or the Controlling Class RepresentativeSpecial Servicer, all initial syndications of tenant-in-common interestsas applicable, including without limitation the Tenants-in-Common Loans, provided such syndications are specifically permitted by and shall have determined in accordance with the Servicing Standard that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgage Loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)Mortgaged Property, that is not a Specially Serviced Mortgage Loan. Upon completion of any or the security intended to be provided by such initial transferMortgage, the Master Servicer shall promptly provide notice by electronic mail thereof related Mortgagor's ability to repay the Special Servicer, which notice shall also (i) advise the Special Servicer as to the total number of transfers with respect to such Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related Mortgage Loan documents, and (ii) advise the Special Servicer of when, with respect to any such Mortgage Loan, or materially or adversely affect the value of such tenant-in-common syndication is complete. All transfers of Mortgaged Property or cause the Mortgage Loan to cease to be a tenant-in-common interest subsequent to the initial syndication shall be processed and approved solely by the Special Servicer. Any request qualified mortgage loan for a modification to or extension of the final initial syndication date respecting any such tenant-in-common transfers or increase in the permitted number of tenant-in-common interests under the initial syndication shall be processed and approved solely by the Special ServicerREMIC purposes. (c) Within 90 ninety (90) days after receipt of the Closing Datean environmental insurance policy, with respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) covered by an environmental insurance policy, if any, the Master Servicer shall notify the insurer under such environmental insurance policy and take all other action necessary for the Trustee, on behalf of the Certificateholders, to be an insured (and for the Master Servicer, on behalf of the Trust Fund, to make claims) under such environmental insurance policy. In the event that the Master Servicer (or the Special Servicer with respect to Specially Serviced Mortgage Loans) has actual knowledge of any event (an “"Insured Environmental Event”") giving rise to a claim under any environmental insurance policy in respect of any Mortgage Loan covered thereby, the Master Servicer (or the Special Servicer with respect to Specially Serviced Mortgage Loans) shall, in accordance with the terms of such environmental insurance policy and the Servicing Standard, timely make a claim thereunder with the appropriate insurer and shall take such other actions in accordance with the Servicing Standard which are necessary under such environmental insurance policy in order to realize the full value thereof for the benefit of the Certificateholders. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing AdvanceAdvance or an Additional Trust Fund Expense. With respect to each environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer (or the Special Servicer with respect to Specially Serviced Mortgage Loans) shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer (or the Special Servicer with respect to Specially Serviced Mortgage Loans) has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy. In the event that the Master Servicer (or the Special Servicer with respect to Specially Serviced Mortgage Loans) receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer (or the Special Servicer with respect to Specially Serviced Mortgage Loans) shall, within five Business Days (or two Business Days with respect to any Specially Serviced Mortgage Loan) after receipt of such notice, notify the Special Servicereach other, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing. Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents. Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance. (d) For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.