Common use of Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions Clause in Contracts

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related Borrower, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), than would enforcement of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recovery, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.26, if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.27. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents), purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust Fund; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall require, to the extent the Loan Documents grant the mortgagor discretion to so require, the Borrower to provide an Opinion of Counsel (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To the extent consistent with the related Loan Documents, the Master Servicer shall obtain a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (iv) To the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. (v) If the Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall establish at the Borrower's cost and expense (and shall use its reasonable best efforts to cause the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, the establishment of which will not, as evidenced in a writing of the Rating Agencies delivered to the Trustee, in and of itself, result in the downgrade, qualification or withdrawals of the ratings then assigned to the Certificates.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related Borrower, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), than would enforcement of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recovery, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.263.26(b), if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.27. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents)expense, purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust Fund; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall require, to the extent the Loan Documents grant the mortgagor discretion to so require, the Borrower to provide obtain an Opinion of Counsel (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To the extent consistent with the related Loan Documents, the The Master Servicer shall obtain a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (iv) To the extent consistent with required by the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. (v) If the Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall establish at the Borrower's cost and expense (and shall use its reasonable best efforts to cause the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, the establishment of which will not, as evidenced in a writing of the Rating Agencies delivered to the Trustee, in and of itself, result in the downgrade, qualification or withdrawals of the ratings then assigned to the Certificates.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If Upon receipt of any Mortgage Loan contains a provision in the nature request of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer waiver in respect of an interest in the related Mortgaged Property or related Borrower, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such a due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, due-on a present value basis (discounting at the related Net Mortgage Rate), than would enforcement of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recoveryencumbrance provision, the Master Special Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that shall (a) with respect to a Specially Serviced Loan promptly process such waiver (including the credit status preparation of written materials), or (b) with respect to non-Specially Serviced Loans promptly process such waiver (including the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer'spreparation of written materials) (or, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing if mutually agreed to by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Master Servicer shall give prior notice thereof process such waiver (including the preparation of written materials), subject to the Master consent of the Special Servicer). The Master Servicer or the Special Servicer, as applicable, shall notify close the Trustee that any such assumption or substitution agreement has been completed by forwarding related transaction, subject to the Trustee consultation and/or consent rights (with a copy to if any) of the Master Servicer, if applicable,Controlling Class Representative as provided in this Section 3.09(a) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of otherwise provided in this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Classand subject to Sections 3.09(b), the Master Servicer shall consent to3.21, 3.24, 3.25 and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage LoanSection 3.28; provided, identified as Loan No. SKY-II on the Mortgage Loan Schedulehowever, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.26, if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or the Special Servicer, as applicable, shall not enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause a Trust REMIC to fail to qualify as a REMIC for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to (i) non-Specially Serviced Loans, the Special Servicer or, if mutually agreed to by the Master Servicer and the Special Servicer, the Master Servicer (subject to the Special Servicer’s processing and consent) or (ii) with respect to Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trust FundTrustee as the mortgagee of record, shall not be required shall, to the extent permitted by applicable law, enforce such 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 clause and in connection therewith will not provision, the Special Servicer has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard. Promptly after the Special Servicer has made any such determination, that the Special Servicer shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, subject to Section 11.13 of this Agreement, each of the Rating Agencies an Officer’s Certificate setting forth the basis for such enforcement would determination; provided that, with respect to all Mortgage Loans, the Special Servicer shall obtain the written consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to Controlling Class Representative and the Special Servicer. In addition, the Special Servicer may not be waive any “due-on-encumbrance” provision unless (1) the Special Servicer shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Mortgage Loan (A) represents less than 2% the principal balance of all of the Mortgage Loans in the best interests Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). Further, the Special Servicer may not waive any “due-on-sale” provision unless the Special Servicer shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Mortgage Loan (A) represents less than 5% the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). The Special Servicer shall notify the Trustee, the Certificate Administrator, the Master Servicer and, subject to Section 11.13 of this Agreement, each Rating Agency, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Special Servicer shall deliver a Review Package to such Rating Agency in accordance with Section 11.13 of this Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Special Servicer shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the extent not prohibited by the applicable Loan Documents and applicable law, the Special Servicer may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (y) receives prior written confirmation from each Rating Agency a); provided that granting any such consent would notfee shall be applied as if it were a Modification Fee and/or Assumption Fee, in and of itselfas applicable, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned pursuant to the Certificatesterms of this Agreement. (cb) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's ’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (dc) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.24 of this Agreement. (ed) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. “government obligationssecurities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer Servicer, an accommodation Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Borrower's Mortgagor’s expense (to the extent consistent with the Loan Documents), purchase or cause the purchase of such obligations in accordance with the terms of such Mortgage Loan and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust Fund; providedprovided that, that subject to the related Loan Documents, the Master Servicer shall not accept the amounts paid by the related Borrower Mortgagor to effect defeasance until acceptable U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have been identified, in each case which are acceptable as defeasance collateral under the then most recently published current guidelines of the Rating Agencies. Notwithstanding the foregoing, with respect to certain Mortgage Loans originated or acquired by GSMC, Five Mile and JLC that are subject to defeasance, GSMC has transferred to a third party, and each of Five Mile and JLC has retained on behalf of itself or its Affiliate, the right to establish or designate the successor borrower and to purchase or cause to be purchased the related defeasance collateral (“Loan Seller Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for Loan Seller Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance request to GSMC’s assignee in the case of the Mortgage Loans for which GSMC is the related Mortgage Loan Seller, and to Five Mile or JLC, as applicable, in the case of the Mortgage Loans for which Five Mile or JLC, as applicable, is the related Mortgage Loan Seller. Until such time as GSMC provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations as to which it is the related Mortgage Loan Seller shall be delivered to Defeasance Holding Company, LLC, 10000 Xxxxxx Xxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Asset Manager, Tel: 700-000-0000, Fax: 700-000-0000, E-Mail: dxx-xxxx@xxxxxx.xxx. (ii) The Master Servicer shall require, to the extent the Loan Documents grant the mortgagor mortgagee discretion to so require, the Borrower to provide delivery of an Opinion of Counsel (which shall be an expense of the related Borrower (Mortgagor to the extent consistent with the related Loan Documents)) to the effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the defeasance deposit and the U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To The Master Servicer shall obtain, to the extent the Loan Documents grant the mortgagee discretion to so obtain, a certificate (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents, the Master Servicer shall obtain a certificate at the related Borrower's expense ) from an Independent certified public accountant certifying that the U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply with the requirements of the related Loan Agreement or Mortgage. (iv) To the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Borrower's Mortgagor’s expense) obtain written confirmation a Rating Agency Confirmation; provided that the Master Servicer shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer has delivered a defeasance certificate to each Rating Agency that substantially in the form of Exhibit DD to this Agreement for any Mortgage Loan that, at the time of such defeasance would notdefeasance, in and of itself, result in a downgrade, qualification or withdrawal is (x) not one of the then current ratings assigned ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less than 5% of the CertificatesStated Principal Balance of all Mortgage Loans. (v) If the Mortgage Loan permits the related Borrower Mortgagor or the lender or its designee to cause an accommodation borrower Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Borrower's Mortgagor’s cost and expense (and shall use its reasonable best efforts consistent with the Servicing Standard to cause the related Borrower Mortgagor to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the establishment of which will not, as evidenced in Trustee and the Certificate Administrator has received a writing Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published guidelines of the Rating Agencies delivered Agencies). (vi) To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs and expenses incurred in connection with the Trusteedefeasance of the related Mortgage Loan. In the event that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses shall be Additional Trust Fund Expenses. (vii) In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation (or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a result of the violation of applicable law or the Loan Documents). (viii) The Master Servicer may accept as defeasance collateral of any “government security,” within the meaning of Treasury Regulation’s Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in and the Loan Documents; provided, that the Master Servicer has received an Opinion of itself, Counsel that acceptance of such defeasance collateral will not endanger the status of either Trust REMIC as a REMIC or result in the downgrade, qualification imposition of a tax upon either Trust REMIC or withdrawals the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the ratings then assigned Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the CertificatesCode, but not including the tax on “net income from foreclosure property” as set forth in Section 860G(c) of the Code). (e) Notwithstanding any other provision of this Section 3.09, without any other approval, the Master Servicer (for Mortgage Loans other than Specially Serviced Loans) or the Special Servicer (for Specially Serviced Loans) may grant a Mortgagor’s request for consent to subject the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking, public improvements or another purpose and may consent to subordination of the related Mortgage Loan to such easement, right of way or similar agreement, provided that the Master Servicer or Special Servicer, as applicable, (i) shall have determined in accordance with the Servicing Standard that such easement, right of way or similar agreement will not materially and adversely affect the operation or value of such Mortgaged Property or the Trust Fund’s interest in the Mortgaged Property and (ii) shall have determined that such easement, right of way or similar agreement will not cause a Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Master Servicer or the Special Servicer may rely on an Opinion of Counsel in making such determination.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (i) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer, with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement as provided in this Section 3.09(a)(i) and subject to Sections 3.09(b), Section 3.26, Section 3.27, Section 3.28 and Section 3.31; provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on the Lower-Tier REMIC or Upper-Tier REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Mortgage Loans other than Specially 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) If 15 Business Days after the Special Servicer's receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) five (5) Business Days after the Controlling Class Representative's receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request, which notice shall be given by the Special Servicer no later than 10 Business Days after the commencement of the 15 Business Day period described in the preceding clause (a)) or the Special Servicer (with the written consent of the Controlling Class Representative, which consent shall be deemed given if not denied within five Business Days after the Controlling Class Representative's receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request), as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence), as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer's Certificate setting forth the basis for such determination. In addition, neither the Master Servicer nor the Special Servicer may waive any "due-on-encumbrance" provision unless the Master Servicer or the Special Servicer, as applicable, shall have received prior written Rating Agency Confirmation with respect to such action unless (x) the related Mortgage Loan contains a provision (A) represents less than 2% the principal balance of all of the Mortgage Loans in the nature Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) is not one of the 10 largest mortgage loans in the Mortgage Pool based on principal balance, (D) does not have an aggregate loan-to-value ratio (including existing and proposed additional debt) that is equal to or greater than 85%, and (E) does not have an aggregate debt service coverage ratio (including the debt service on the existing and proposed additional debt) that is equal to or less than 1.2x to 1.0x or (y) the encumbrance relates to the grant of an easement, right-of-way or similar encumbrance that the Master Servicer or Special Servicer, as applicable, determines will not have a material adverse impact on the value, use or operation of the Mortgaged Property or the ability of the borrower to perform its obligations under the Mortgage Loan. In addition, neither the Master Servicer nor the Special Servicer may waive any "due-on-sale" clauseprovision unless either (x) the Master Servicer or Special Servicer, which by its terms: as applicable, shall have received Rating Agency Confirmation with respect to such action or (iy) provides that such the related Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest Mortgage Loan included in the related Mortgaged Property Serviced Whole Loan, as applicable, (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans in the Mortgage Pool based on principal balance. With respect to each Companion Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with the related BorrowerSubordinate Companion Holder if required under the applicable Intercreditor Agreement. The Master Servicer shall notify the Trustee, or (iithe Special Servicer, each Rating Agency and, with respect to a Whole Loan, the related Companion Loan Noteholders(s), of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i) provides that and shall forward thereto a copy of such Mortgage Loan may not be assumed without agreement. Subject to the consent terms of the related mortgagee Loan Documents, no assumption of a cross-collateralized mortgage loan shall be made without the assumption of all other Mortgage Loans (or Serviced Whole Loans) making up the related cross-collateralized group. Further, subject to the terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable, shall use reasonable efforts to collect all costs incurred in connection with any such sale or other transferassumption, thenincluding any arising from seeking Rating Agency Confirmation, from the related Mortgagor. To the extent not collected from the related Mortgagor, any Rating Agency charges in connection with the foregoing shall be paid as an Additional Trust Fund Expense. In connection with any request for so long as such Mortgage Loan is included in the Trust Fundrating confirmation from a Rating Agency pursuant to this Section 3.09(b), the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent deliver a Review Package to such an assumption to Rating Agency. To the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), than would enforcement of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recoveryapplicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom may charge the related Mortgaged Property has been Mortgagor a fee in connection with any enforcement or is about waiver contemplated in this subsection (a)(i). Further, subject to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage Loan Documents and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Dateapplicable law, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the Special Servicer shall give prior notice thereof to related Mortgagor. To the Master Servicer. The extent not collected from the related Mortgagor, the Master Servicer or Special Servicer, as applicable, shall notify use reasonable efforts to ensure that all costs in connection with any encumbrance, including any arising from seeking Rating Agency Confirmation, are paid by the Trustee that any such assumption or substitution agreement has been completed by forwarding to related Mortgagor. To the Trustee (with a copy to extent not collected from the Master Servicer, if applicable,) related Mortgagor after the original copy use of such agreementefforts, which copies any rating agency charges in connection with the foregoing shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, paid by the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged as a Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.26, if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall Advance (or may at the mortgagee's option) become due and payable upon the creation of as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). In connection with any lien or other encumbrance on the related Mortgaged Propertyrequest for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent deliver a Review Package to such lien or encumbrance if in either case Rating Agency. To the extent permitted by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (xa)(i). (ii) determinesNotwithstanding anything to the contrary in this Agreement, with respect to the Mortgage Loan identified on the Mortgage Loan Schedule as Oviedo Town Center, the related Mortgage Loan documents provide for permitted tenants-in-common transfers that must be completed within 240 days from the origination date of such Mortgage Loan. Pursuant to those certain letters dated October 23, 2006 and October 24, 2006, the related Mortgage Loan Seller has pre-approved certain specified tenants-in-common transfers. The Master Servicer is hereby authorized and directed, without the consent of the Special Servicer or the Controlling Class Representative, to close such transfers in accordance with the Servicing Standard, that such enforcement would not be in the best interests terms of the Trust Fund and (y) receives prior written confirmation from each Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificatespre-approval. (cb) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (dc) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.27. (ed) With respect to any Mortgage Loan or Serviced Whole Loan (other than the Non-Serviced Mortgage Loan) which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan or Serviced Whole Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. "government obligationssecurities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8), the Master Servicer Servicer, an accommodation Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the BorrowerMortgagor's expense (to the extent consistent with the Loan Documents), purchase such obligations in accordance with the terms of such Mortgage Loan or Serviced Whole Loan and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust Fund; providedand, that if applicable, the related Companion Loan Noteholder; provided that, subject to the related Loan Documents, the Master Servicer shall not accept the amounts paid by the related Borrower Mortgagor to effect defeasance until acceptable U.S. "government obligations securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8) have been identified, in each case which are acceptable as defeasance collateral under the then most recently published current guidelines of the Rating Agencies. (ii) The Master Servicer shall require, to the extent the Loan Documents grant the mortgagor discretion to so require, the Borrower Mortgagor to provide an Opinion of Counsel (which shall be an expense of the related Borrower Mortgagor (to the extent consistent with the Loan Documents)) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. "government obligations securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8), and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To the extent consistent with the related Loan Documents, the Master Servicer shall obtain a certificate at the related BorrowerMortgagor's expense from an Independent certified public accountant certifying that the U.S. "government obligations securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8), comply with the requirements of the related Loan Agreement or Mortgage. (iv) To the extent consistent with the related Loan DocumentsDocuments and if required by the Rating Agencies under the then most recently published current criteria of the Rating Agencies, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the BorrowerMortgagor's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in Confirmation and a similar confirmation as to any securities issued pursuant to a securitization of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificatesany Pari Passu Companion Loan. (v) If the Mortgage Loan or Serviced Whole Loan permits the related Borrower Mortgagor or the lender or its designee to cause an accommodation borrower Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the BorrowerMortgagor's cost and expense (and shall use its reasonable best efforts consistent with the Servicing Standard to cause the related Borrower Mortgagor to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, the establishment of which will not, as evidenced in a writing of the Rating Agencies delivered to the TrusteeTrustee (if such confirmation is required pursuant to the then most recently published guidelines of the Rating Agencies), in and of itself, result in the downgrade, qualification or withdrawals of the ratings then assigned to the CertificatesCertificates or any certificate and a similar confirmation as to any securities issued pursuant to a securitization of any Pari Passu Companion Loan. (vi) To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs and expenses incurred in connection with the defeasance of the related Mortgage Loans or Serviced Whole Loans. In the event that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses shall be Additional Trust Fund Expenses. (vii) In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining Rating Agency Confirmation (or conditioning approval of defeasance on the delivery of Rating Agency Confirmation) or for imposing conditions to approval of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a result of the violation of applicable law or the Mortgage Loan Documents).

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If Upon receipt of any request of a waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer, with respect to Mortgage Loans that are not Specially Serviced Loans, and the Special Servicer, with respect to Specially Serviced Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent of the Special Servicer (in the case of non-Specially Serviced Loans) and the consultation and/or consent rights (if any) of the Controlling Class Representative as provided in this Section 3.09(a) and as otherwise provided in this Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and Section 3.28; provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause a Trust REMIC to fail to qualify as a REMIC for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Mortgage Loans other than Specially Serviced Loans, the Master Servicer or, in the case of Specially Serviced 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 15 Business Days after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, 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, as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, subject to Section 11.13 of this Agreement, each of the Rating Agencies an Officer’s Certificate setting forth the basis for such determination; provided that, with respect to all Mortgage Loans, the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer, and prior to itself taking such an action, obtain the written consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to Controlling Class Representative and the Master Servicer or the Special Servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer may waive any “due-on-encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Mortgage Loan contains a provision (A) represents less than 2% the principal balance of all of the Mortgage Loans in the nature Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a "principal balance less than $5,000,000). Further, neither the Master Servicer nor the Special Servicer may waive any “due-on-sale" clause” provision unless the Master Servicer or the Special Servicer, which by its terms: (i) provides that as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Mortgage Loan shall (or may at A) represents less than 5% the mortgagee's option) become due and payable upon the sale or other transfer principal balance of an interest in the related Mortgaged Property or related Borrower, or (ii) provides that such Mortgage Loan may not be assumed without the consent all of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). The Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify the Trustee, the Certificate Administrator, the Special Servicer, subject to Section 11.13 of this Agreement, each Rating Agency of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent deliver a Review Package to such an assumption Rating Agency in accordance with Section 11.13 of this Agreement. Further, subject to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under Documents and applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) law, the Master Servicer or the Special Servicer, as applicable, determinesshall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in accordance connection with the Servicing Standard, that granting such consent would foregoing shall be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), than would enforcement of such clause. If paid by the Master Servicer as a Property Advance (or Special Servicer, as applicable, determines that granting of an Additional Trust Fund Expense if such consent Property Advance would likely result in be a greater recoveryNonrecoverable Advance). To the extent permitted by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom may charge the related Mortgaged Property has been Mortgagor a fee in connection with any enforcement or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that waiver contemplated in this subsection (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and pursuant to the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.26, if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's ’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (dc) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.24 of this Agreement. (ed) With respect to any Mortgage Loan (other than a Non-Serviced Trust Loan) which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. “government obligationssecurities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer Servicer, an accommodation Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Borrower's Mortgagor’s expense (to the extent consistent with the Loan Documents), purchase or cause the purchase of such obligations in accordance with the terms of such Mortgage Loan and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust Fund; provided, that provided that, subject to the related Loan Documents, the Master Servicer shall not accept the amounts paid by the related Borrower Mortgagor to effect defeasance until acceptable U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have been identified, in each case which are acceptable as defeasance collateral under the then most recently published current guidelines of the Rating Agencies. Notwithstanding the foregoing, with respect to certain Mortgage Loans originated or acquired by GSMC and JLC that are subject to defeasance, GSMC has transferred to a third party and JLC has retained on behalf of itself or an affiliate, the right to establish or designate the successor borrower and to purchase or cause to be purchased the related defeasance collateral (“Loan Seller Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for Loan Seller Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance request to GSMC’s assignee in the case of the Mortgage Loans for which GSMC is the related Mortgage Loan Seller and to JLC in the case of the Mortgage Loans for which JLC is the related Mortgage Loan Seller. Until such time as GSMC provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations as to which it is the related Mortgage Loan Seller shall be delivered to Defeasance Holding Company, LLC, 00000 Xxxxxx Xxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Asset Manager, Tel: 000-000-0000, Fax: 000-000-0000, E-Mail: xxx-xxxx@xxxxxx.xxx. (ii) The Master Servicer shall require, to the extent the Loan Documents grant the mortgagor mortgagee discretion to so require, the Borrower to provide delivery of an Opinion of Counsel (which shall be an expense of the related Borrower (Mortgagor to the extent consistent with the related Loan Documents)) to the effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the defeasance deposit and the U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To The Master Servicer shall obtain, to the extent the Loan Documents grant the mortgagee discretion to so obtain, a certificate (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents, the Master Servicer shall obtain a certificate at the related Borrower's expense ) from an Independent certified public accountant certifying that the U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply with the requirements of the related Loan Agreement or Mortgage. (iv) To the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Borrower's Mortgagor’s expense) obtain written confirmation from each a Rating Agency that Confirmation unless the subject Mortgage Loan at the time of such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal is (x) not one of the then current ratings assigned ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less than 5% of the CertificatesStated Principal Balance of all Mortgage Loans. (v) If the Mortgage Loan permits the related Borrower Mortgagor or the lender or its designee to cause an accommodation borrower Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Borrower's Mortgagor’s cost and expense (and shall use its reasonable best efforts consistent with the Servicing Standard to cause the related Borrower Mortgagor to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the establishment of which will not, as evidenced in Trustee and the Certificate Administrator has received a writing Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published guidelines of the Rating Agencies delivered Agencies). (vi) To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs and expenses incurred in connection with the Trusteedefeasance of the related Mortgage Loan. In the event that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses shall be Additional Trust Fund Expenses. (vii) In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation (or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a result of the violation of applicable law or the Loan Documents). (viii) In the event such Mortgage Loan requires defeasance collateral that is “AAA” rated, such ratings requirement shall be deemed satisfied as long as the proposed defeasance collateral (a) is rated “AAA” (or the equivalent thereof) by any NRSRO and (b) otherwise satisfies the requirements of defeasance collateral under the related Loan Documents. (e) Notwithstanding any other provision of this Section 3.09, without any other approval, the Master Servicer (for Mortgage Loans other than Specially Serviced Loans) or the Special Servicer (for Specially Serviced Loans) may grant a Mortgagor’s request for consent to subject the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking, public improvements or another purpose and may consent to subordination of the related Mortgage Loan to such easement, right of way or similar agreement, provided that the Master Servicer or Special Servicer, as applicable, (i) shall have determined in accordance with the Servicing Standard that such easement, right of way or similar agreement will not materially and adversely affect the operation or value of itself, result such Mortgaged Property or the Trust Fund’s interest in the downgradeMortgaged Property and (ii) shall have determined that such easement, qualification right of way or withdrawals similar agreement will not cause a Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Master Servicer or the Special Servicer may rely on an Opinion of the ratings then assigned to the CertificatesCounsel in making such determination.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related Borrower, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), than would enforcement of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recovery, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.263.26(b), if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.27. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents)expense, purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust Fund; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall require, to the extent the Loan Documents grant the mortgagor discretion to so require, the Borrower to provide obtain an Opinion of Counsel (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To the extent consistent with the related Loan Documents, the The Master Servicer shall obtain a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (iv) To the extent consistent with required by the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. (v) If the Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall establish at the Borrower's cost and expense (and shall use its reasonable best efforts to cause the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, the establishment of which will not, as evidenced in a writing of the Rating Agencies delivered to the Trustee, in and of itself, result in the downgrade, qualification or withdrawals of the ratings then assigned to the Certificates.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If Upon receipt of any Mortgage Loan contains a provision in the nature request of a "waiver in respect of a due-on-sale" clausesale or due-on encumbrance provision, which by its terms: the Master Servicer, with respect to Mortgage Loans (and the Loan Combination) that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent of the Special Servicer (in the case of non-Specially Serviced Mortgage Loans) and the consultation and/or consent rights (if any) of the Subordinate Class Representative or the Loan Combination Directing Holder as provided in this Section 3.09(a) and as otherwise provided in the Intercreditor Agreement and this Agreement, and subject to Section 3.09(b), Section 3.21, Section 3.24, Section 3.25 and Section 3.27; provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in (i) provides the imposition of a tax on either Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes at any time that such any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Mortgage Loan shall (Loans other than Specially 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 may at the mortgagee's option) become due and payable upon the sale or other transfer further encumbrances of an interest in 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 related Borrower, or due-on-encumbrance provision the Master Servicer (ii) provides that such Mortgage Loan may not be assumed without with the written consent of the related mortgagee Special Servicer, which consent shall be deemed given if not denied within 15 Business Days after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in connection an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, 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, as applicable, has made any such sale determination, the Master Servicer or the Special Servicer shall deliver to the Trustee[, the Certificate Administrator], each other transferparty hereto and, thensubject to Section 11.13 of this Agreement, each of the Rating Agencies a copy of the recommendation and analysis required above (a “Waiver Analysis”); provided that, with respect to all Mortgage Loans, the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer, and prior to itself taking such an action, obtain the written consent of the Subordinate Class Representative (except during a Collective Consultation Period or a Senior Consultation Period and other than with respect to the Loan Combination, for so long as the Non-Trust Mortgage Interest Holder or its designee is the Loan Combination Directing Holder) or the Loan Combination Directing Holder (with respect to the Loan Combination, for so long as the Non-Trust Mortgage Interest Holder or its designee is the Loan Combination Directing Holder), as applicable, which consent shall be deemed given 10 Business Days after receipt (unless earlier objected to) by the Subordinate Class Representative or the Loan Combination Directing Holder, as applicable, of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the Subordinate Class Representative or the Loan Combination Directing Holder, as applicable, may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to Subordinate Class Representative or the Loan Combination Directing Holder, as applicable, and Master Servicer or the Special Servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer may waive any “due-on-encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Mortgage Loan is included (A) represents less than [__]% the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $[______] and (C) is not one of the 10 largest Mortgage Loans in the Mortgage Pool based on principal balance. With respect to the Non-Trust Mortgage Interest, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with or, if applicable, obtains the consent or deemed consent of, the Non-Trust Mortgage Interest Holder if and to the extent required under the Intercreditor Agreement. The Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) shall notify the Trustee[, the Certificate Administrator], the Special Servicer, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to the Loan Combination, the Non-Trust Mortgage Interest Holder(s), of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent deliver a Review Package to such an assumption Rating Agency in accordance with Section 11.13 of this Agreement. Further, subject to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under Documents and applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) law, the Master Servicer or the Special Servicer, as applicable, determinesshall use reasonable efforts to ensure that all costs in connection with any assumption, in accordance with the Servicing Standardincluding any arising from seeking a Rating Agency Confirmation, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at are paid by the related Net Mortgage Rate), than would enforcement of such clauseMortgagor. If To the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recoveryextent not collected from the related Mortgagor, the Master Servicer or Special Servicer, as applicable, is authorized shall use reasonable efforts to take or enter into an assumption agreement ensure that all costs in connection with any encumbrance, including any arising from or seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the Person to whom the related Mortgaged Property has been or is about to foregoing shall be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing paid by the Master Servicer as a Property Advance (or Special Servicer) and as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into extent permitted by the Special Servicerapplicable Loan Documents and applicable law, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.26, if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of may charge the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and related Mortgagor a fee in connection therewith will not with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance applied as if in either case the Master Servicer or Special Servicerit were a Modification Fee and/or Assumption Fee, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned pursuant to the Certificatesterms of this Agreement. (cb) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's ’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (dc) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.24 of this Agreement. (ed) With respect to any Mortgage Loan or the Loan Combination which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan or the Loan Combination requires that the Master Servicer on behalf of the Trustee purchase the required U.S. “government obligationssecurities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8), the Master Servicer Servicer, an accommodation Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Borrower's Mortgagor’s expense (to the extent consistent with the Loan Documents), purchase or cause the purchase of such obligations in accordance with the terms of such Mortgage Loan or the Loan Combination and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust FundFund and, if applicable, the Non-Trust Mortgage Interest Holder; providedprovided that, that subject to the related Loan Documents, the Master Servicer shall not accept the amounts paid by the related Borrower Mortgagor to effect defeasance until acceptable U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8) have been identified, in each case which are acceptable as defeasance collateral under the then most recently published current guidelines of the Rating Agencies. Notwithstanding the foregoing, with respect to certain Mortgage Loans originated or acquired by [______] and subject to defeasance, [______] has transferred to a third party, the right to establish or designate the successor borrower and to purchase or cause to be purchased the related defeasance collateral (“[______] Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for [_____] Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance request to [_____]’s assignee. Until such time as [_____] provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with [_____] Defeasance Rights and Obligations shall be delivered to [_____]. (ii) The Master Servicer shall require, to the extent the Loan Documents grant the mortgagor mortgagee discretion to so require, the Borrower to provide delivery of an Opinion of Counsel (which shall be an expense of the related Borrower (Mortgagor to the extent consistent with the related Loan Documents)) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8), and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To The Master Servicer shall obtain, to the extent the Loan Documents grant the mortgagee discretion to so obtain, a certificate (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents, the Master Servicer shall obtain a certificate at the related Borrower's expense ) from an Independent certified public accountant certifying that the U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8), comply with the requirements of the related Loan Agreement or Mortgage. (iv) To the extent consistent with the related Loan DocumentsDocuments and if required by the Rating Agencies under the then most recently published current criteria of the Rating Agencies, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Borrower's Mortgagor’s expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the CertificatesNo Downgrade Confirmation. (v) If the Mortgage Loan or the Loan Combination permits the related Borrower Mortgagor or the lender or its designee to cause an accommodation borrower Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Borrower's Mortgagor’s cost and expense (and shall use its reasonable best efforts consistent with the Servicing Standard to cause the related Borrower Mortgagor to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the establishment of which will not, as evidenced in Trustee and the Certificate Administrator has received a writing Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published guidelines of the Rating Agencies delivered Agencies). (vi) To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs and expenses incurred in connection with the Trustee, in and of itself, result in the downgrade, qualification or withdrawals defeasance of the related Mortgage Loans or the Loan Combination. In the event that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses shall be Additional Trust Fund Expenses. (vii) In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation (or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a result of the violation of applicable law or the Loan Documents). (viii) In the event such Mortgage Loan or the Loan Combination requires defeasance collateral that is “AAA” rated, such ratings then assigned to requirement shall be deemed satisfied as long as the Certificatesproposed defeasance collateral (a) is rated “AAA” (or the equivalent thereof) by any NRSRO and (b) otherwise satisfies the requirements of defeasance collateral under the related Loan Documents.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related BorrowerProperty, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), ) than would enforcement of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recoveryrecovery or such provision is not legally enforceable, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, 's regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (bb)(i) if as to any Mortgage Loan that represents more than 5% of the then-current aggregate Stated Principal Balance of the Mortgage Loans (taking into account for the purposes of this calculation (A) any mortgage loan with which it is cross-collateralized and (B) in the case of any such Mortgage Loan as of with respect to which the Cut-Off Date (either alone related Borrower or when aggregated its Affiliate is a Borrower with all respect to one or more other Mortgage Loans to Borrowers that are AffiliatesLoans, or that are cross-collateralized with such other Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off DateLoans), the Master Servicer or or, with respect to Specially Serviced Mortgage Loans, the Special Servicer Servicer, has received written confirmation from each Rating Agency Xxxxx'x and Fitch, and (ii) as to any Mortgage Loan that is one of the ten largest Mortgage Loans in the Trust Fund (based on its then unpaid principal balance), the Servicer or, with respect to Specially Serviced Mortgage Loans, the Special Servicer, has received written confirmation from Fitch, that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then then-current ratings assigned to the Certificates; provided, however, that if the Stated Principal Balance of such Mortgage Loan is less than the lesser of (x) 5% of the aggregate Stated Principal Balances of the Mortgage Loans and (y) $30,000,000, such written confirmation shall not be required from Xxxxx'x. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding The Special Servicer shall have the right to consent (which consent shall not be unreasonably withheld) to any other provision of this Agreement, upon receipt of the written consent of the Holder assumption of a majority interest in Mortgage Loan that is not a Specially Serviced Mortgage Loan. If the Controlling Class, the Master Special Servicer shall fail to either consent to, and execute or deny its consent to any documents provided to it assumption of a Mortgage Loan proposed by the Controlling Class with respect to the one time sale Servicer within five Business Days of the Mortgaged Property securing the Mortgage Loansuch proposal, identified as Loan No. SKY-II on the Mortgage Loan Schedule, then the assumption by the purchaser of such Mortgage Loanshall be deemed to be approved. (b) Subject to Section 3.26, if If any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, , (I) as applicable, on behalf to any Mortgage Loan that represents more than 5% of the Trust Fund, shall not be required to enforce such duethen-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests current aggregate Stated Principal Balance of the Trust Fund and (y) Mortgage Loans, receives prior written confirmation from each Rating Agency Xxxxx'x and Fitch, and (II) as to any Mortgage Loan that is one of the ten largest Mortgage Loans in the Trust Fund (based on its then unpaid principal balance), the Servicer or, with respect to Specially Serviced Mortgage Loans, the Special Servicer, has received written confirmation from Fitch, that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then then-current ratings assigned to the Certificates. The Special Servicer shall have the right to consent to any waiver of a due-on-encumbrance clause with respect to any Mortgage Loan that is not a Specially Serviced Mortgage Loan. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.30. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event If such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. government obligations, then the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents), shall purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust FundLoan; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall requireIf such Mortgage Loan permits the assumption of the obligations of the related Borrower by a successor mortgagor, then prior to permitting such assumption and to the extent the Loan Documents grant the mortgagor discretion to so requirenot inconsistent with such Mortgage Loan, the Borrower Servicer shall obtain written confirmation from each Rating Agency that such assumption would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to provide the Certificates. (iii) To the extent not inconsistent with such Mortgage Loan, the Servicer shall require an Opinion of Counsel to the related Borrower (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicereach Rating Agency. (iiiiv) To the extent consistent not inconsistent with the related Loan DocumentsMortgage Loan, the Master Servicer shall obtain require a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (ivv) To the extent consistent with the related Loan Documents, prior Prior to permitting release of any Mortgaged Properties through defeasanceto the extent not inconsistent with the related Mortgage Loan, the Master Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance release would not, in and of itself, result in a downgrade, qualification or withdrawal of the then then-current ratings assigned to the Certificates. (vvi) Prior to permitting release of any Mortgaged Property, if the related Mortgage Loan so requires and provides for the related Borrower to pay the cost thereof, the Servicer shall require an Opinion of Counsel of the related Borrower to the effect that such release will not cause any of the Upper-Tier REMIC, the Middle-Tier REMIC or Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions. (vii) No defeasance shall occur prior to the second anniversary of the Startup Day. (viii) The Trustee shall at the expense of the Borrower (to the extent permitted by the related Loan Documents) hold the U.S. government obligations for the benefit of the Certificateholders, and make payments of principal and interest received on the government obligations to the Collection Account in respect of the defeased Mortgage Loan according to the payment schedule existing immediately prior to the defeasance. (f) If the Mortgagee under a Mortgage Loan permits has the related option, upon notice that the Borrower intends to prepay the Mortgage Loan, to either require the payment of a Yield Maintenance Premium or the lender or its designee to cause an accommodation borrower to assume such defeased obligationsdefeasance of the Mortgage Loan, the Master Servicer shall establish at the Borrower's cost and expense (and shall use its reasonable best efforts is hereby directed to cause the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, the establishment of which will not, as evidenced in a writing of the Rating Agencies delivered to the Trustee, in and of itself, result in the downgrade, qualification or withdrawals of the ratings then assigned to the Certificateselect defeasance.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related BorrowerProperty, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), than would enforcement of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recovery, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, 's regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.263.29(b), if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement consent would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.31. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires re- quires that the Master Servicer on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents)expense, purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust Fund; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower Bor- rower to effect defeasance until acceptable U.S. government obligations obliga- tions have been identified. (ii) The Master In the event that such Mortgage Loan permits the assumption of the obligations of the related Borrower by a successor mortgagor, prior to permitting such assumption, the Servicer shall require(at the Borrower's expense) obtain written confirmation from each Rating Agency that such assumption would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the extent the Loan Documents grant the mortgagor discretion to so require, the Borrower to provide Certificates. (iii) The Servicer shall obtain an Opinion of Counsel (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To the extent consistent with the related Loan Documents, the Master Servicer shall obtain a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (iv) To the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the CertificatesAgency. (v) If the Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall establish at the Borrower's cost and expense (and shall use its reasonable best efforts to cause the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, the establishment of which will not, as evidenced in a writing of the Rating Agencies delivered to the Trustee, in and of itself, result in the downgrade, qualification or withdrawals of the ratings then assigned to the Certificates.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related BorrowerProperty, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan only if (x) such provision is not exercisable under applicable law or such exercise is not reasonably likely to result in meritorious legal action by the related Borrower or and (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such enforcement or the withholding of such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), ) than would enforcement a waiver of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting such enforcement or the withholding of such consent would not be likely to result in a greater recovery, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, thereon provided that (ay) the credit status of the prospective new Borrower is in compliance with the Master Servicer's Servicer or Special Servicer's, as applicable, 's regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (bz) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other for Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% an unpaid principal balance in excess of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date$__________, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the received written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the confirmation from at least one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan.Rating Agency (b) Subject to Section 3.26, if If any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to (x) enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on thereon unless (1) the related Mortgage Loan Servicer determines, in accordance with the Servicing Standard, that such or (iiy) withhold its consent to the creation of any such lien or other encumbrance only if in either case the Master Servicer or Special Servicer, as applicable, (x1) determines, in accordance with the Servicing Standard, that such enforcement consent would not be in the best interests of the Trust Fund and (y2) receives prior written confirmation from each at least one Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.30. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents), shall purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust FundLoan; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall requireIn the event that such Mortgage Loan permits the assumption of the obligations of the related Borrower by a successor mortgagor, prior to permitting such assumption and to the extent the Loan Documents grant the mortgagor discretion to so requirenot inconsistent with such Mortgage Loan, the Borrower Servicer shall obtain written confirmation from at least one Rating Agency that such assumption would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to provide the Certificates. (iii) To the extent not inconsistent with such Mortgage Loan, the Servicer shall require an Opinion of Counsel to the related Borrower (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicereach Rating Agency. (iiiiv) To the extent consistent not inconsistent with the related Loan DocumentsMortgage Loan, the Master Servicer shall obtain require a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (ivv) To the extent consistent with the related Loan Documents, prior Prior to permitting release of any Mortgaged Properties through defeasance, to the Master extent not inconsistent with the related Mortgage Loan, the Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. (vvi) If Prior to permitting release of any Mortgaged Property through defeasance, if the related Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall establish at the Borrower's cost so requires and expense (and shall use its reasonable best efforts to cause provides for the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligationspay the cost thereof, the establishment Servicer shall require an Opinion of which will not, as evidenced in a writing Counsel of the Rating Agencies delivered related Borrower to the Trustee, in and of itself, result in effect that such release will not cause either the downgrade, qualification Upper-Tier REMIC or withdrawals of Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or cause a tax to be imposed on the ratings then assigned to Trust Fund under the CertificatesREMIC Provisions.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related BorrowerProperty, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), ) than would enforcement of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recoveryrecovery or such provision is not legally enforceable, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, 's regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency of Fitch, Mxxxx'x and S&P, and, if the Mortgage Loan represents greater than 2% of the aggregate Stated Principal Balances of the Mortgage Loans, DCR that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.26, if If any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement consent would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency of Fitch, Mxxxx'x and S&P, and, if the Mortgage Loan represents greater than 2% of the aggregate Stated Principal Balances of the Mortgage Loans, DCR that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.30. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents), shall purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust FundLoan; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall requireIn the event that such Mortgage Loan permits the assumption of the obligations of the related Borrower by a successor mortgagor, prior to permitting such assumption and to the extent the Loan Documents grant the mortgagor discretion to so requirenot inconsistent with such Mortgage Loan, the Borrower Servicer shall obtain written confirmation from each Rating Agency that such assumption would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to provide the Certificates. (iii) To the extent not inconsistent with such Mortgage Loan, the Servicer shall require an Opinion of Counsel to the related Borrower (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicereach Rating Agency. (iiiiv) To the extent consistent not inconsistent with the related Loan DocumentsMortgage Loan, the Master Servicer shall obtain require a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (ivv) To the extent consistent with the related Loan Documents, prior Prior to permitting release of any Mortgaged Properties through defeasance, to the Master extent not inconsistent with the related Mortgage Loan, the Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. (vvi) If Prior to permitting release of any Mortgaged Property through defeasance, if the related Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall establish at the Borrower's cost so requires and expense (and shall use its reasonable best efforts to cause provides for the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligationspay the cost thereof, the establishment Servicer shall require an Opinion of which will not, as evidenced in a writing Counsel of the Rating Agencies delivered related Borrower to the Trustee, in and of itself, result in effect that such release will not cause either the downgrade, qualification Upper-Tier REMIC or withdrawals of Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or cause a tax to be imposed on the ratings then assigned to Trust Fund under the CertificatesREMIC Provisions.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan Collateral Obligation contains a provision in the nature of a "“due-on-sale" clause” clause (including, without limitation, sales or transfers of Mortgaged Properties or underlying real properties (in full or part) or the sale, transfer, pledge or hypothecation of a majority or controlling direct or indirect interest in the Obligor, its subsidiaries or its owners), which by its terms: (i) provides that such Mortgage Loan shall Collateral Obligation will (or may at the mortgagee's lender’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Underlying Mortgage Property or related Borrower, orunderlying real property; (ii) provides that such Mortgage Loan Collateral Obligation may not be assumed without the consent of the related mortgagee lender in connection with any such sale or other transfer; or (iii) provides that such Collateral Obligation may be assumed or transferred without the consent of the lender, provided certain conditions set forth in the Underlying Instruments are satisfied; then, for so long as such Mortgage Loan Collateral Obligation is included in owned by the Trust FundIssuer, the Master Servicer (with respect to a Performing Investment) or the Special ServicerServicer (with respect to a Specially Serviced Investment), as applicable, on behalf of the Trust Fund Issuer shall take such action as directed pursuant to Section 2.03(d); provided, however the Servicer and the Special Servicer, as applicable, shall not be required to enforce any such due-on-sale clause clauses and in connection therewith shall not be required to (x) accelerate payments Collateral Obligation thereon or (y) withhold its consent to such an assumption to if the extent permitted under Servicer or the terms of Special Servicer, as the related Mortgage Loan if case may be, determines, in accordance with Accepted Servicing Practices (x1) that such provision is not exercisable enforceable under applicable law or the enforcement of such exercise provision is reasonably likely to result in meritorious legal action by the related Borrower Obligor or (y2) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rateinterest rate), than would enforcement of such clause. If ; provided, further prior to granting such consent with respect to a Collateral Obligation with a stated principal balance of more than five percent (5%) of the Master aggregate Collateral Obligations securing the CLO Notes or $20,000,000 or which is one of the ten (10) largest Collateral Obligations securing the CLO Notes, the Servicer or the Special Servicer shall obtain a Rating Agency Confirmation which shall not be at the personal expense of the Servicer or the Special Servicer, as applicablethe case may be. If, notwithstanding any directions to the contrary from the Collateral Manager, the Servicer or the Special Servicer, as the case may be, determines in accordance with Accepted Servicing Practices that (A) granting of such consent would be likely to result in a greater recovery, (B) such provision is not legally enforceable, or (C) that the Master conditions described in clause (iii) above relating to the assumption or transfer of such Collateral Obligation have been satisfied, the Servicer (with respect to a Performing Investment) or the Special ServicerServicer (with respect to a Specially Serviced Investment), as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property Collateral has been or is about to be conveyed, and to release the original Borrower Obligor from liability upon the Mortgage Loan Collateral Obligation and substitute the new Borrower Obligor as obligor thereon, provided, that (a) the credit status of the prospective new Borrower Obligor is in compliance with the Master Servicer's ’s or Special Servicer's’s, as applicable, regular commercial mortgage origination or servicing standards Accepted Servicing Practices and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the CertificatesUnderlying Instruments. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or the Special Servicer, as applicablethe case may be, shall notify the Trustee Issuer and the Collateral Manager that any such assumption or substitution agreement has been completed by forwarding to the Trustee Issuer (with a copy to the Master Servicer, if applicable,, and Collateral Manager) the original copy of such agreement, which copies shall be added to the related Mortgage Servicing File and shall, for all purposes, be considered a part of such Mortgage Servicing File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of To the written consent of extent not precluded by the Holder of a majority interest in the Controlling ClassUnderlying Instruments, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class (with respect to a Performing Investment) or the one time sale of Special Servicer (with respect to a Specially Serviced Investment) shall not approve an assumption or substitution without requiring the Mortgaged Property securing related Obligor to pay any fees owed to the Mortgage Loan, identified as Loan No. SKY-II on Rating Agencies associated with the Mortgage Loan Schedule, the assumption by the purchaser approval of such Mortgage Loanassumption or substitution. However, in the event that the related Obligor is required but fails to pay such fees, such fees shall treated as a Servicing Expense. (b) Subject to Section 3.26, if If any Mortgage Loan Collateral Obligation contains a provision in the nature of a "“due-on-encumbrance" clause” clause (including, without limitation, any mezzanine financing of the Obligor or the Underlying Mortgage Property (or any underlying real property) or any sale or transfer of preferred equity in the Obligor, its subsidiaries or its owners), which by its terms: (i) provides that such Mortgage Loan Collateral Obligation shall (or may at the mortgagee's lender’s option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, orUnderlying Mortgage Property or underlying real property; (ii) requires the consent of the related mortgagee lender to the creation of any such lien or other encumbrance on the related Mortgaged PropertyUnderlying Mortgage Property or underlying real property; or (iii) provides that such Underlying Mortgage Property or underlying real property may be further encumbered without the consent of the lender, then provided certain conditions set forth in the Master Underlying Instruments are satisfied; then, for so long as such Collateral Obligation is owned by the Issuer, the Servicer (with respect to Performing Investments) or the Special ServicerServicer (with respect to Specially Serviced Investments), as applicable, on behalf of the Trust FundIssuer shall take such action as directed pursuant to Section 2.03(d); provided, however the Servicer and the Special Servicer, as applicable, shall not be required to enforce any such due-on-encumbrance clause clauses and in connection therewith will shall not be required to (ix) accelerate the payments on the related Mortgage Loan Collateral Obligation thereon or (iiy) withhold its consent to such lien or encumbrance an assumption if in either case the Master Servicer or the Special Servicer, as applicablethe case may be, (x) determines, in accordance with the Accepted Servicing Standard, Practices (1) that such provision is not enforceable under applicable law or the enforcement would not be of such provision is reasonably likely to result in meritorious legal action by the best interests of the Trust Fund and Obligor or (y2) receives prior written confirmation from each Rating Agency that granting such consent would notbe likely to result in a greater recovery, on a present value basis (discounting at the related interest rate), than would enforcement of such clause; provided, further prior to granting such consent with respect to a Collateral Obligation with a stated principal balance of more than five percent (5%) of the aggregate Collateral Obligations securing the CLO Notes or $35,000,000 or which is one of the ten (10) largest Collateral Obligations securing the CLO Notes, the Servicer or the Special Servicer shall obtain a Rating Agency Confirmation at the expense of the Issuer if not payable by the related Obligor under the terms of the related Underlying Instruments. If, notwithstanding any directions to the contrary from the Collateral Manager, the Servicer or the Special Servicer, as the case may be, determines in accordance with Accepted Servicing Practices that (A) granting such consent would be likely to result in a greater recovery, (B) such provision is not legally enforceable, or (C) that the conditions described in clause (iii) above relating to the further encumbrance have been satisfied, the Servicer (with respect to Performing Investments) or the Special Servicer (with respect to Specially Serviced Investments), as applicable, is authorized to grant such consent. To the extent not precluded by the Underlying Instruments, the Servicer (with respect to Performing Investments) or the Special Servicer (with respect to Specially Serviced Investments) shall not approve an additional encumbrance without requiring the related Obligor to pay any fees owed to the Rating Agencies associated with the approval of such lien or encumbrance. However, in and of itselfthe event that the related Obligor is required but fails to pay such fees, cause such fees shall reimbursable as a downgrade, qualification or withdrawal of any of the then current ratings assigned to the CertificatesServicing Expense. (c) With respect to any Collateral Obligation, if the Collateral Manager objects in writing to the Servicer’s determination with respect to such Collateral Obligation (which by its terms permits transfer, assumption or further encumbrance without lender consent, provided certain conditions are satisfied) that the conditions required under the related Underlying Instruments have been satisfied, then the Servicer shall not permit transfer, assumption or further encumbrance of such Collateral Obligation. (d) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's rightIssuer’s rights, as the mortgagee lender of record, to receive notice of any assumption of a Mortgage LoanCollateral Obligation, any sale or other transfer of the related Mortgaged Property Collateral or the creation of any lien or other encumbrance with respect to such Mortgaged PropertyCollateral. (de) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related NoteCollateral Obligation, other than pursuant to Section 3.273.15 hereof. (ef) With respect to any Mortgage Loan Collateral Obligation which permits release of Mortgaged Properties Collateral through defeasance, defeasance and subject to the extent consistent with the terms Sections 10.13 and 12.1 of the related Loan DocumentsIndenture: (i) In the event If such Mortgage Loan Collateral Obligation requires that the Master Servicer (on behalf of the Trustee Issuer) purchase the required U.S. government securities within the meaning of Section 2(a)(16) of Investment Company Act of 1940, then the Servicer shall purchase such obligations, the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents)related Obligor’s expense, purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust FundCollateral Obligation; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower Obligor to effect defeasance until acceptable U.S. government obligations securities have been identified. (ii) The Master To the extent not inconsistent with the terms of the related Underlying Instruments, the Servicer shall require, to require the extent the Loan Documents grant the mortgagor discretion to so require, the Borrower related Obligor to provide (i) an Opinion opinion of Counsel counsel (which shall be an expense of the related Borrower (Obligor if the related Underlying Instruments permit such cost to be imposed upon the extent consistent with the Loan Documents)related Obligor) to the effect that the Trustee Issuer has a first priority perfected security interest in the defeasance deposit and collateral (including the U.S. government obligations securities) and the assignment thereof of the defeasance collateral is valid and enforceable; such opinion, and (ii) an opinion of counsel (which shall be an expense of the related Obligor) to the effect that defeasance does not constitute a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3. Such opinions, together with any other certificates or documents to be required in connection with such defeasance defeasance, shall be in form and substance acceptable to the Master Servicereach Rating Agency. (iii) To the extent consistent not inconsistent with the terms of the related Loan DocumentsUnderlying Instruments, the Master Servicer shall obtain require a certificate certificate, at the related Borrower's expense Obligor’s expense, from an Independent certified public accountant certifying to the effect that the U.S. government obligations comply securities will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Collateral Obligation in compliance with the requirements of the terms of the related Loan Agreement or MortgageUnderlying Instruments. (iv) To Except with respect to any Collateral Obligation (a) in the extent consistent with case of Mxxxx’x, which has a principal balance of less than $35,000,000, (b) in the related Loan Documentscase of S&P, which has a principal balance of less than $20,000,000 and which principal balance does not constitute more than 5% of the aggregate principal balance of all Collateral Obligations securing the CLO Notes, and (c) in the case of Fitch, which has a principal balance of less than $35,000,000 and which principal balance does not constitute more than 5% of the aggregate principal balance of all Collateral Obligations securing the CLO Notes, prior to permitting the release of any Mortgaged Properties through defeasanceCollateral and, if applicable, assumption of the Collateral Obligation by a successor obligor, to the extent not inconsistent with the terms of the related Underlying Instruments, the Master Servicer shall (obtain, at the Borrower's related Obligor’s expense) obtain , written confirmation from each Rating Agency that such defeasance release and assumption, if applicable, would not, in and of itself, result in a downgrade, qualification or withdrawal of the then then-current ratings assigned to the CertificatesCLO Notes. (v) If The Servicer shall, in accordance with Accepted Servicing Practices, enforce provisions in the Mortgage Loan permits Underlying Instruments requiring Obligors to pay all reasonable expenses associated with a defeasance. (vi) To the extent not inconsistent with the terms of such Underlying Instruments, or to the extent the related Borrower or Underlying Instruments provide the lender or its designee to cause an accommodation borrower to assume such defeased obligationswith discretion, the Master Servicer shall require the Obligor to establish at the Borrower's cost and expense (and shall use its reasonable best efforts to cause the related Borrower to consent to such assumption) a special single purpose bankruptcy-remote entity to assume such obligations, the establishment of which will not, act as evidenced in a writing of the Rating Agencies delivered to the Trustee, in and of itself, result in the downgrade, qualification or withdrawals of the ratings then assigned to the Certificatessuccessor obligor.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related BorrowerProperty, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), ) than would enforcement of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recoveryrecovery or such provision is not legally enforceable, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, 's regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency of Fitch, Moody's and S&P that such assumption or substitution would not, in and of xxx xx itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.26, if If any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance encumbrance, if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement consent would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency of Fitch, Moody's and S&P that granting such consent would not, in and of itselfixxxxx, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.30. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents), shall purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust FundLoan; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall requireIn the event that such Mortgage Loan permits the assumption of the obligations of the related Borrower by a successor mortgagor, prior to permitting such assumption and to the extent the Loan Documents grant the mortgagor discretion to so requirenot inconsistent with such Mortgage Loan, the Borrower Servicer shall obtain written confirmation from each Rating Agency that such assumption would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to provide the Certificates. (iii) To the extent not inconsistent with such Mortgage Loan, the Servicer shall require an Opinion of Counsel to the related Borrower (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicereach Rating Agency. (iiiiv) To the extent consistent not inconsistent with the related Loan DocumentsMortgage Loan, the Master Servicer shall obtain require a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (ivv) To the extent consistent with the related Loan Documents, prior Prior to permitting release of any Mortgaged Properties through defeasance, to the Master extent not inconsistent with the related Mortgage Loan, the Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. (vvi) If Prior to permitting release of any Mortgaged Property through defeasance, if the related Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall establish at the Borrower's cost so requires and expense (and shall use its reasonable best efforts to cause provides for the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligationspay the cost thereof, the establishment Servicer shall require an Opinion of which will not, as evidenced in a writing Counsel of the Rating Agencies delivered related Borrower to the Trustee, in and of itself, result in effect that such release will not cause either the downgrade, qualification Upper-Tier REMIC or withdrawals of Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or cause a tax to be imposed on the ratings then assigned to Trust Fund under the CertificatesREMIC Provisions.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related Borrower, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Special Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Special Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), than would enforcement of such clause. If the Master Special Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recovery, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Special Servicer's or Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date date of such assumption (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5equal to the lesser of (i) 1% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Datedate of such assumption, and (ii) $10,000,000, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Special Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding The Special Servicer alone shall be responsible for processing any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest requests to waive due-on-sale provisions contained in the Controlling Class, Mortgage Loans. In the event the Master Servicer receives any request to waive any due-on-sale provision it shall consent to, promptly notify the Special Servicer of such request and execute any documents provided to it provide the Special Servicer with such information as is reasonably requested by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage LoanSpecial Servicer. (b) Subject to Section 3.26, if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance if in either case the Master Special Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. The Special Servicer alone shall be responsible for processing any requests to waive due-on-encumbrance provisions contained in the Mortgage Loans. In the event the Master Servicer receives any request to waive any due-on-encumbrance provision, it shall promptly notify the Special Servicer of such request and provide the Special servicer with such information as is reasonably requested by the Special Servicer. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.27. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents), purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust Fund; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall require, to the extent the Loan Documents grant the mortgagor discretion to so require, the Borrower to provide an Opinion of Counsel (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To the extent consistent with the related Loan Documents, the Master Servicer shall obtain a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (iv) To the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. (v) If the Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall establish at the Borrower's cost and expense (and shall use its reasonable best efforts to cause the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, the establishment of which will not, as evidenced in a writing of the Rating Agencies delivered to the Trustee, in and of itself, result in the downgrade, qualification or withdrawals of the ratings then assigned to the Certificates. (vi) To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Borrower to pay all costs and expenses incurred in connection with the defeasance of the related Mortgage Loans. In the event that the Borrower is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses shall be Additional Trust Fund Expenses.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If Upon receipt of any Mortgage Loan contains a provision in the nature request of a "waiver in respect of a due-on-sale" clausesale or due-on encumbrance provision, which by its terms: the Master Servicer, with respect to Mortgage Loans (and the Loan Combination) that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent of the Special Servicer (in the case of non-Specially Serviced Mortgage Loans) and the consultation and/or consent rights (if any) of the Subordinate Class Representative or the Loan Combination Directing Holder as provided in this Section 3.09(a) and as otherwise provided in the Intercreditor Agreement and this Agreement, and subject to Section 3.09(b), Section 3.21, Section 3.24, Section 3.25 and Section 3.27; provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in (i) provides the imposition of a tax on either Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes at any time that such any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Mortgage Loan shall (Loans other than Specially 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 may at the mortgagee's option) become due and payable upon the sale or other transfer further encumbrances of an interest in 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 related Borrower, or due-on-encumbrance provision the Master Servicer (ii) provides that such Mortgage Loan may not be assumed without with the written consent of the related mortgagee Special Servicer, which consent shall be deemed given if not denied within 15 Business Days after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in connection an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, 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, as applicable, has made any such sale determination, the Master Servicer or the Special Servicer shall deliver to the Trustee[, the Certificate Administrator], each other transferparty hereto and, thensubject to Section 11.13 of this Agreement, each of the Rating Agencies a copy of the recommendation and analysis prepared by the Master Servicer with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and by the Special Servicer with respect to Specially Serviced Mortgage Loans; provided that, with respect to all Mortgage Loans, the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer, and prior to itself taking such an action, obtain the written consent of the Subordinate Class Representative (except during a Collective Consultation Period or a Senior Consultation Period and other than with respect to the Loan Combination, for so long as such the Non-Trust Mortgage Loan Holder or its designee is included the Loan Combination Directing Holder) or the Loan Combination Directing Holder (with respect to the Loan Combination, for so long as the Non-Trust Mortgage Loan Holder or its designee is the Loan Combination Directing Holder), as applicable, which consent shall be deemed given 10 Business Days after receipt (unless earlier objected to) by the Subordinate Class Representative or the Loan Combination Directing Holder, as applicable, of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the Subordinate Class Representative or the Loan Combination Directing Holder, as applicable, may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to Subordinate Class Representative or the Loan Combination Directing Holder, as applicable, and Master Servicer or the Special Servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer may waive any “due-on-encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable, shall have received a prior written No Downgrade Confirmation with respect to such action or (2) the related Mortgage Loan (A) represents less than [__]% the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $[______] and (C) is not one of the 10 largest Mortgage Loans in the Mortgage Pool based on principal balance. With respect to the Non-Trust Mortgage Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with or, if applicable, obtains the consent or deemed consent of, the Non-Trust Mortgage Loan Holder if and to the extent required under the Intercreditor Agreement. The Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) shall notify the Trustee[, the Certificate Administrator], the Special Servicer, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to the Loan Combination, the Non-Trust Mortgage Loan Holder(s), of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement. In connection with any request for a No Downgrade Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent deliver a Review Package to such an assumption Rating Agency in accordance with Section 11.13 of this Agreement. Further, subject to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under Documents and applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) law, the Master Servicer or the Special Servicer, as applicable, determinesshall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a No Downgrade Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in accordance connection with the Servicing Standard, that granting such consent would foregoing shall be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), than would enforcement of such clause. If paid by the Master Servicer as a Property Advance (or Special Servicer, as applicable, determines that granting of an Additional Trust Fund Expense if such consent Property Advance would likely result in be a greater recoveryNonrecoverable Advance). To the extent permitted by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom may charge the related Mortgaged Property has been Mortgagor a fee in connection with any enforcement or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that waiver contemplated in this subsection (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and pursuant to the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.26, if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's ’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (dc) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.24 of this Agreement. (ed) With respect to any Mortgage Loan or the Loan Combination which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan or the Loan Combination requires that the Master Servicer on behalf of the Trustee purchase the required U.S. “government obligationssecurities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8), the Master Servicer Servicer, an accommodation Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Borrower's Mortgagor’s expense (to the extent consistent with the Loan Documents), purchase or cause the purchase of such obligations in accordance with the terms of such Mortgage Loan or the Loan Combination and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust FundFund and, if applicable, the Non-Trust Mortgage Loan Holder; providedprovided that, that subject to the related Loan Documents, the Master Servicer shall not accept the amounts paid by the related Borrower Mortgagor to effect defeasance until acceptable U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8) have been identified, in each case which are acceptable as defeasance collateral under the then most recently published current guidelines of the Rating Agencies. Notwithstanding the foregoing, with respect to certain Mortgage Loans originated or acquired by [______] and subject to defeasance, [______] has transferred to a third party, the right to establish or designate the successor borrower and to purchase or cause to be purchased the related defeasance collateral (“[______] Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for [_____] Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance request to [_____]’s assignee. Until such time as [_____] provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with [_____] Defeasance Rights and Obligations shall be delivered to [_____]. (ii) The Master Servicer shall require, to the extent the Loan Documents grant the mortgagor mortgagee discretion to so require, the Borrower to provide delivery of an Opinion of Counsel (which shall be an expense of the related Borrower (Mortgagor to the extent consistent with the related Loan Documents)) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8), and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To The Master Servicer shall obtain, to the extent the Loan Documents grant the mortgagee discretion to so obtain, a certificate (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents, the Master Servicer shall obtain a certificate at the related Borrower's expense ) from an Independent certified public accountant certifying that the U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8), comply with the requirements of the related Loan Agreement or Mortgage. (iv) To the extent consistent with the related Loan DocumentsDocuments and if required by the Rating Agencies under the then most recently published current criteria of the Rating Agencies, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Borrower's Mortgagor’s expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the CertificatesNo Downgrade Confirmation. (v) If the Mortgage Loan or the Loan Combination permits the related Borrower Mortgagor or the lender or its designee to cause an accommodation borrower Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Borrower's Mortgagor’s cost and expense (and shall use its reasonable best efforts consistent with the Servicing Standard to cause the related Borrower Mortgagor to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the establishment of which will not, as evidenced in Trustee and the Certificate Administrator has received a writing No Downgrade Confirmation (if such confirmation is required pursuant to the then most recently published guidelines of the Rating Agencies delivered Agencies). (vi) To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs and expenses incurred in connection with the Trusteedefeasance of the related Mortgage Loans or the Loan Combination. In the event that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses shall be Additional Trust Fund Expenses. (vii) In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a No Downgrade Confirmation (or conditioning approval of defeasance on the delivery of a No Downgrade Confirmation) or for imposing conditions to approval of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a result of the violation of applicable law or the Loan Documents). (viii) In the event such Mortgage Loan or the Loan Combination requires defeasance collateral that is “AAA” rated, such ratings requirement shall be deemed satisfied as long as the proposed defeasance collateral (a) is rated “AAA” (or the equivalent thereof) by any NRSRO and (b) otherwise satisfies the requirements of defeasance collateral under the related Loan Documents. (e) Notwithstanding any other provision of this Section 3.09, without any other approval, the Master Servicer (for Mortgage Loans other than Specially Serviced Mortgage Loans) or the Special Servicer (for Specially Serviced Mortgage Loans) may grant a Mortgagor’s request for consent to subject the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilites, access, parking, public improvements or another purpose and may consent to subordination of the related Mortgage Loan to such easement, right of way or similar agreement, provided that the Master Servicer or Special Servicer, as applicable, (i) shall have determined in accordance with the Servicing Standard that such easement, right of way or similar agreement will not materially and adversely affect the operation or value of itself, result such Mortgaged Property or the Trust Fund’s interest in the downgradeMortgaged Property and (ii) shall have determined that such easement, qualification right of way or withdrawals of the ratings then assigned similar agreement will not cause either Trust REMIC to the Certificatesfail to quality as a REMIC at any time that any Certificates are outstanding.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related Borrower, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), than would enforcement of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recovery, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding Prior to waiving any other provision "due on sale" clause, taking or entering into any assumption agreement or permitting the release of this Agreementa Borrower and substitution of a new Borrower with respect to any Mortgage Loan, the Master Servicer shall first provide to the Special Servicer a copy of its recommendation and the materials upon receipt which such recommendation is based and, subject to clause (b) of the previous paragraph, shall not take such action unless it has received the written consent of the Holder of a majority interest in the Controlling ClassSpecial Servicer, the Master Servicer which consent shall consent to, and execute any documents provided to it be granted or denied by the Controlling Class Special Servicer within five (5) Business Days (or, upon request of the Special Servicer, such reasonably extended period) after the Special Servicer's receipt of all information reasonably requested by the Special Servicer with respect to such consent request. The Special Servicer's consent shall be given or withheld in accordance with the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage LoanServicing Standard. (b) Subject to Section 3.263.25(a), if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. Prior to waiving any "due on encumbrance" clause, or permitting the creation of any lien or other encumbrance on a Mortgaged Property, the Master Servicer shall first provide to the Special Servicer a copy of its recommendation and the materials upon which such recommendation is based and, subject to clause (y) of the previous paragraph shall not take such action unless it has received the written consent of the Special Servicer, which consent shall be granted or denied by the Special Servicer within five (5) Business Days (or, upon request of the Special Servicer, such reasonably extended period) after the Special Servicer's receipt of all information reasonably requested by the Special Servicer with respect to such consent request. The Special Servicer's consent shall be given or withheld in accordance with the Servicing Standard. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.26. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent not inconsistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents)expense, purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust Fund; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall require, to the extent the Loan Documents grant the mortgagor discretion to so require, the Borrower to provide obtain an Opinion of Counsel (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To the extent consistent with the related Loan Documents, the The Master Servicer shall obtain a certificate (which may be conclusively relied upon by the Master Servicer) at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or MortgageDocuments. (iv) To the extent consistent with required by the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. (v) If the Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall use its reasonable best efforts to cause the related Borrower to establish at the such Borrower's cost and expense (and shall use its reasonable best efforts to cause the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, the establishment of which will not, as evidenced in a writing of the Rating Agencies delivered to the Trustee, in and of itself, result in the downgrade, qualification or withdrawals of the ratings then assigned to the Certificates. (vi) To the extent not expressly inconsistent with the related Loan Documents, prior to permitting release of any Mortgaged Property through defeasance, the Master Servicer shall obtain an Opinion of Counsel (which shall be an expense of the related Borrower) to the effect that such release will not cause either the Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related BorrowerProperty, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer, Co-Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (xA) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (yB) the Master Servicer, Co-Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a an equal or greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), ) than would enforcement of such clause. If the Master Servicer, Co-Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a an equal or greater recoveryrecovery or such provision is not legally enforceable, the Master Servicer, Co-Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's, Co-Servicer's or Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the CutServicer, Co-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency of Fitch and Xxxxx'x that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then then-current ratings assigned to the Certificates; provided, however, that if the Stated Principal Balance of such Mortgage Loan is less than the lesser of (x) 5% of the total aggregate Stated Principal Balances of the Mortgage Loans and (y) $30,000,000, and is not one of the ten largest Mortgage Loans in the Trust Fund, such written confirmation shall not be required from any of the Rating Agencies. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer, Co-Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer or the Co-Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.26, if If any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer, Co-Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (ix) accelerate the payments on the related Mortgage Loan or (iiy) withhold its consent to such lien or encumbrance encumbrance, if in either case the Master Servicer, Co-Servicer or Special Servicer, as applicable, (xA) determines, in accordance with the Servicing Standard, that such enforcement consent would not be in the best interests of the Trust Fund and (yB) receives prior written confirmation from each Rating Agency of Fitch and Xxxxx'x that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then then-current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither none of the Master Servicer, the Co-Servicer nor or the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.30. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer or the Co-Servicer, as applicable, on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shallor the Co-Servicer, at as applicable, shall purchase (upon receipt of sufficient funds from the Borrower's expense (to the extent consistent with the Loan Documents), purchase Borrower exercising such right of defeasance) such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust FundLoan; provided, that the Master Servicer or the Co-Servicer, as applicable, shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall requireExcept as provided in Section 3.09(a)(i) or (ii), in the event that such Mortgage Loan permits the assumption of the obligations of the related Borrower by a successor mortgagor, prior to permitting such assumption and to the extent the Loan Documents grant the mortgagor discretion to so requirenot inconsistent with such Mortgage Loan, the Borrower Servicer or the Co-Servicer, as applicable, shall obtain written confirmation from each Rating Agency that such assumption would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to provide the Certificates. (iii) To the extent not inconsistent with such Mortgage Loan, the Servicer or the Co-Servicer, as applicable, shall require an Opinion of Counsel to the related Borrower (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicereach Rating Agency. (iiiiv) To the extent consistent not inconsistent with the related Loan DocumentsMortgage Loan, the Master Servicer or the Co-Servicer, as applicable, shall obtain require a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (ivv) To the extent consistent with the related Loan Documents, prior Prior to permitting release of any Mortgaged Properties through defeasance, to the Master extent not inconsistent with the related Mortgage Loan, the Servicer or the Co-Servicer, as applicable, shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then then-current ratings assigned to the Certificates. (vvi) If Prior to permitting release of any Mortgaged Property through defeasance, if the related Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall establish at the Borrower's cost so requires and expense (and shall use its reasonable best efforts to cause provides for the related Borrower to consent pay the cost thereof, the Servicer or the Co-Servicer, as applicable, shall require an Opinion of Counsel of the related Borrower to the effect that such assumptionrelease will not cause either the Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions. (f) Prior to the defeasance of any Mortgaged Property, the Depositor shall establish a special purpose bankruptcyentity (the "New SPE"), which shall assume any defeased Mortgage Loans and whose organizational documents shall provide that its purpose is limited to same. The Depositor shall also provide an Opinion of Counsel with respect to nonconsolidation of the New SPE. The Servicer or Co-remote entity Servicer, as applicable, shall exercise its right under the Loan Documents to assume such obligationsrequire the Borrower to transfer to the New SPE any defeased Mortgage Loans, which assignment shall be accepted by the New SPE. (g) In connection with any defeasance, to the extent not inconsistent with the Loan Documents, on behalf of the Borrower, the establishment of which will notServicer or the Co-Servicer, as evidenced in a writing applicable, shall use the cash payment to (1) purchase noncallable obligations of the U.S. Treasury that are sufficient to timely meet all scheduled mortgage payments without reinvestment and (2) pay all related expenses. The Servicer or the Co-Servicer, as applicable, shall provide to the Rating Agencies delivered to trade confirmations or other appropriate evidence that establishes that the Trustee, in and projection of itself, result cash flows in the downgrade, qualification or withdrawals certificate referred to in subsection (e)(iv) above are based upon the correct maturity dates and interest rates of the ratings then assigned to securities actually purchased. (h) The Servicer or the CertificatesCo-Servicer, as applicable, may release the related Mortgaged Property for any Note that is fully defeased, provided it has confirmed that the requirements set forth above have been satisfied.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related BorrowerProperty, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust FundFund other than a Specially Serviced Mortgage Loan, the Master Servicer shall notify the Special Servicer of requests for waiver of or any breach of any due-on-sale of which the Servicer has actual knowledge and deliver copies of all related Mortgage Files (either in electronic or hard copy form, as mutually agreed upon by the Servicer and the Special Servicer) to the Special Servicer (and the Depositor will pay the reasonable costs in obtaining such copies; provided, that if the Depositor does not pay such costs within 30 days of the request thereof by the Servicer, such costs shall constitute a Property Advance hereunder) and, except as applicableprovided in the next sentence, the Special Servicer shall enforce such due on sale clauses. With respect to all Mortgage Loans, the Special Servicer will be solely responsible for making the determination in accordance with the Servicing Standard and on behalf of the Trust Fund shall not be required Fund, whether to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (xA) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (yB) the Master Special Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that permitting such assumption or granting such consent would be likely to result in a an equal or greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), ) than would enforcement of such clause. If the Master Special Servicer or Special Servicer, as applicable, determines that permitting such assumption or granting of such consent would likely result in a an equal or greater recoveryrecovery or such provision is not legally enforceable, the Master Special Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about proposed to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Special Servicer's or Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then then-current ratings assigned to the Certificates; provided, however, that no such written confirmation shall be required if the Stated Principal Balance of such Mortgage Loan or group of cross-collateralized Mortgage Loans or group of Mortgage Loans to affiliated Borrowers, as the case may be, is (x) for Fitch IBCA, not one of the ten largest Mortgage Loans, by outstanding principal balance, in the Trust Fund (including in such calculation any concentration of Mortgage Loans with affiliated borrowers), (y) for Xxxxx'x (i) less than 2% of the total aggregate Stated Principal Balance of the Mortgage Loans as of the day immediately prior to the date of determination, (ii) not one of the ten largest Mortgage Loans, by principal balance, in the Trust Fund (including in such calculation any concentration of Mortgage Loans with affiliated borrowers) and (iii) less than $15,000,000 and (z) for S&P (i) less than 5% of the total aggregate Stated Principal Balance of the Mortgage Loans as of the day immediately prior to the date of determination and (ii) less than $20,000,000. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior written notice thereof to the Master Servicer. The Master Special Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of In connection with the requirement under this Agreement, upon receipt of Section 3.09(a) that the written consent of Servicer notify the Holder of a majority interest in the Controlling Class, the Master Special Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to any request for a consent to an assumption, the one time sale Servicer shall provide ten (10) Business Days' notice of such request and shall provide all information in the possession of the Mortgaged Property securing Servicer reasonably requested by the Mortgage Loan, identified as Loan NoSpecial Servicer. SKY-II on the A Mortgage Loan Schedulewill not be considered a Specially Serviced Mortgage Loan solely due to any action taken by the Special Servicer under this Section 3.09(a), and in connection with those responsibilities, the assumption by Special Servicer will not be entitled to the purchaser of such Mortgage LoanSpecial Servicing Fee solely for any action it takes under this Section 3.09(a). (b) Subject to Section 3.26, if If any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then then, except as provided in the Master next sentence, the Special Servicer or shall enforce such due-on-encumbrance clause. The Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (ix) accelerate the payments on the related Mortgage Loan or (iiy) withhold its consent to such lien or encumbrance encumbrance, if in either case the Master Special Servicer or Special Servicer, as applicable, (xA) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust Fund or, with respect to a consent, that granting such consent would be consistent with the Servicing Standard and (yB) receives prior written confirmation from each Rating Agency of Fitch, S&P and Xxxxx'x that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then then-current ratings assigned to the Certificates. The term "encumbrance" as used in this Section 3.09(b) and in Section 3.28(b) shall be deemed to exclude items which might ordinarily be considered by a title company to be exceptions to title (e.g., leases, subordination, non-disturbance and attornment agreements, easements and similar items) (collectively, "Beneficial Title Exceptions") but which (i) are subordinate to the Mortgage, (ii) do not adversely impact Debt Service Coverage Ratio and (iii) do not secure any debt; provided, however, that the exception in question may secure debt of a tenant under a lease in a Mortgaged Property so long as (a) such debt is only secured by furniture, fixtures or equipment owned by the tenant (which are capable of being removed without damaging the building which is a part of the Mortgaged Property or the tenant is responsible for repairing any damage to such building upon such removal) and the exception does not purport to encumber in any manner the real estate which is a part of the Mortgaged Property, and (b) the Special Servicer's consent to the exception otherwise meets the Servicing Standard. Such Beneficial Title Exceptions shall not require the written confirmation from any Rating Agency to the effect that such action would not result in the qualification, downgrade, or withdrawal of the rating then assigned by such Rating Agency to any Class of Certificates; provided, however, that the consent by the Servicer or the Special Servicer, as the case may be, to such Beneficial Title Exception shall be consistent with the Servicing Standard. With respect to each Mortgage Loan that prohibits any mezzanine financing or requires consent of the related mortgagee before the parent of the borrower may incur mezzanine debt secured by the equity in such borrower, the Special Servicer may provide such consent only after it has received written confirmation from each Rating Agency that mezzanine additional debt would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the Certificates. If pursuant to Section 3.28(b) the Servicer forwards to the Special Servicer a request by the Borrower for consent to an encumbrance under this Section 3.09(b) with respect to a non-Specially Serviced Mortgage Loan, such non-Specially Serviced Mortgage Loan will not be considered a Specially Serviced Mortgage Loan solely due to any action taken by the Special Servicer under this Section 3.09(b), and in connection with those responsibilities, the Special Servicer will not be entitled to the Special Servicing Fee solely for any action it takes under this Section 3.09(b). (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall not agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.29. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan permits or requires that the Master Servicer Servicer, on behalf of the Trustee Trustee, purchase the required non-callable U.S. government obligationsobligations backed by the full faith and credit of the United States, sufficient to make all payments on the related Note in accordance with its terms ("Defeasance Collateral"), the Master Servicer shallshall purchase or cause to be purchased (upon receipt of sufficient funds from the Borrower exercising such right of defeasance) such obligations, at the Borrower's expense (to the extent consistent with the Loan Documents)expense, purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust FundLoan; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master To the extent permitted by such Mortgage Loan, the Servicer shall require, to the extent the Loan Documents grant the mortgagor discretion to so require, the Borrower to provide require an Opinion of Counsel to the related Borrower (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations Defeasance Collateral and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicereach Rating Agency. (iii) To the extent consistent with the related Loan Documents, the Master The Servicer shall obtain require a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply Defeasance Collateral complies with the requirements of the related Loan Agreement or MortgageMortgage and are sufficient to make all payments under the related Note on a timely basis (which, to the extent permitted by the Mortgage Loan, shall be at Borrower's expense). The Servicer shall provide to the Rating Agencies trade confirmations or other appropriate evidence that establishes that the projection of cash flows in this certificate based upon the correct maturity dates and interest rates of the securities actually purchased. (iv) To the extent consistent with Prior to permitting release of any Mortgaged Property through defeasance, if the related Mortgage Loan Documentsso requires and provides for the related Borrower to pay the cost thereof, prior the Servicer shall require an Opinion of Counsel of the related Borrower to the effect that such release will not cause the Upper-Tier REMIC, the Lower-Tier REMIC or any of the Loan REMICs to fail to qualify as a REMIC at any time that any Certificates are outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions. (v) Prior to permitting release of any Mortgaged Properties through defeasance, or any assumption related to such defeasance, to the Master extent not inconsistent with the related Mortgage Loan, the Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency Agency, that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then then-current ratings assigned to the CertificatesCertificates (which, to the extent permitted by the Mortgage Loan documents, shall be at Borrower's expense). (vvi) In the event that the Borrower fails to pay for any expense for which it is obligated as described in this Section 3.09(e), then the Servicer shall not purchase any non-callable U.S. government obligations or consent to the proposed defeasance. If the Servicer determines that (A) the Borrower is not obligated under the Mortgage Loan permits documents to pay any such expense or (B) failure to permit such defeasance in the Servicer's reasonable judgment and in accordance with the Servicing Standard would result in the Borrower defaulting under the related Mortgage Loan and that such default would result in a lesser net recovery with respect to the related Mortgage Loan than would occur if the Servicer were to permit such defeasance then the Servicer shall implement items (i)-(v) above, in which case any expenses incurred by the Servicer and not paid by the Borrower or shall be reimbursable as a Property Advance without triggering a Final Recovery Determination. (f) Prior to the lender or its designee to cause an accommodation borrower to assume such defeased obligationsdefeasance of any Mortgaged Property, the Master Servicer Depositor shall establish at the Borrower's cost and expense (and shall use its reasonable best efforts to cause the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity (the "New SPE"), whose organizational documents shall provide that its purpose is limited to assume the acquisition of Defeasance Collateral and assumption of the related Mortgage Loan in connection with this securitization, and any such obligations, the establishment of which will not, other provisions as evidenced in a writing of the Rating Agencies delivered may request. The Depositor shall also provide an Opinion of Counsel with respect to nonconsolidation of the New SPE in form and substance satisfactory to the TrusteeRating Agencies. To the extent consistent with the related Loan Documents, in and of itself, result in the downgrade, qualification or withdrawals of Servicer shall require the ratings then assigned Borrower to transfer to the CertificatesNew SPE any defeased Mortgage Loans and the related Defeasance Collateral, which assignment shall be accepted by the New SPE. (g) [Reserved] (h) The Servicer may release the related Mortgaged Property for any Note that is fully defeased, provided it has confirmed that the requirements set forth above have been satisfied.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If Upon receipt of any request of a waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer, with respect to Mortgage Loan contains a provision Loans (and any Whole Loans) that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent of the Special Servicer (in the nature case of non-Specially Serviced Mortgage Loans) and consent rights (if any) of the Controlling Class Representative or the Whole Loan Directing Holder as provided in this Section 3.09(a) and as otherwise provided in the Intercreditor Agreement and this Agreement, and subject to Section 3.09(b), Section 3.21, Section 3.24, Section 3.25 and Section 3.27; provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a "tax on either Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Mortgage Loans other than Specially 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 15 Business Days after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, 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, as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, each other party hereto and, subject to Section 11.14 of this Agreement, each of the Rating Agencies an Officer’s Certificate setting forth the basis for such determination; provided that, with respect to all Specially Serviced Mortgage Loans and non-Specially Serviced Mortgage Loans, the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer, and prior to itself taking such an action, obtain the written consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing and other than with respect to any Whole Loans, for so long as the Companion Interest Holder or its designee is the Whole Loan Directing Holder) or the Whole Loan Directing Holder (with respect to the Whole Loan, for so long as the Companion Interest Holder or its designee is the Whole Loan Directing Holder), as applicable, which consent shall be deemed given ten (10_ Business Days after receipt (unless earlier objected to) by the Controlling Class Representative or the Whole Loan Directing Holder, as applicable, of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the Controlling Class Representative or the Whole Loan Directing Holder, as applicable, may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Controlling Class Representative or the Whole Loan Directing Holder, as applicable, and Master Servicer or the Special servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer may waive any “due-on-encumbrance” or “due-on-sale" clause” provision unless the Master Servicer or the Special Servicer, which by its terms: (i) provides that as applicable, shall have received prior written No Downgrade Confirmation with respect to such action unless the related Mortgage Loan shall (or may at A) represents less than [__]% the mortgagee's option) become due and payable upon the sale or other transfer principal balance of an interest in the related Mortgaged Property or related Borrower, or (ii) provides that such Mortgage Loan may not be assumed without the consent all of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $[_____] and (C) is not one of the 10 largest Mortgage Loans in the Mortgage Pool based on principal balance. With respect to each Companion Interest, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with the related Companion Interest Holder if required under the applicable Intercreditor Agreement. The Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) shall notify the Trustee, the Special Servicer, subject to Section 11.14 of this Agreement, each Rating Agency and, with respect to a Whole Loan, the related Companion Interest Holders(s), of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement. In connection with any request for a No Downgrade Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent deliver a Review Package to such an assumption Rating Agency in accordance with Section 11.14 of this Agreement. Further, subject to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under Documents and applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) law, the Master Servicer or the Special Servicer, as applicable, determinesshall use reasonable efforts to ensure that all costs in connection with any assumption, in accordance with the Servicing Standardincluding any arising from seeking a No Downgrade Confirmation, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at are paid by the related Net Mortgage Rate), than would enforcement of such clauseMortgagor. If To the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recoveryextent not collected from the related Mortgagor, the Master Servicer or Special Servicer, as applicable, is authorized shall use reasonable efforts to take or enter into an assumption agreement ensure that all costs in connection with any encumbrance, including any arising from or seeking a No Downgrade Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the Person to whom the related Mortgaged Property has been or is about to foregoing shall be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing paid by the Master Servicer as a Property Advance (or Special Servicer) and as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into extent permitted by the Special Servicerapplicable Loan Documents and applicable law, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.26, if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of may charge the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and related Mortgagor a fee in connection therewith will not with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance applied as if in either case the Master Servicer or Special Servicerit were a Modification Fee and/or Assumption Fee, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned pursuant to the Certificatesterms of this Agreement. (cb) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's ’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (dc) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.24 of this Agreement. (ed) With respect to any Mortgage Loan or Whole Loan which permits release of Mortgaged Properties through defeasance, defeasance and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan or Whole Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. “government obligationssecurities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8), the Master Servicer Servicer, an accommodation Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Borrower's Mortgagor’s expense (to the extent consistent with the Loan Documents), purchase such obligations in accordance with the terms of such Mortgage Loan or Whole Loan and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust FundFund and, if applicable, the related Companion Interest Holder; providedprovided that, that subject to the related Loan Documents, the Master Servicer shall not accept the amounts paid by the related Borrower Mortgagor to effect defeasance until acceptable U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8) have been identified, in each case which are acceptable as defeasance collateral under the then most recently published current guidelines of the Rating Agencies. Notwithstanding the foregoing, with respect to certain Mortgage Loans originated or acquired by [_____] and subject to defeasance, [_____] has transferred to a third party, the right to establish or designate the successor borrower and to purchase or cause to be purchased the related defeasance collateral (“[_____] Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for [_____] Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance request to [_____]’s assignee. Until such time as [_____] provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with [_____] Defeasance Rights and Obligations shall be delivered to [_____]. (ii) The Master Servicer shall require, to the extent the Loan Documents grant the mortgagor mortgagee discretion to so require, the Borrower to provide delivery of an Opinion of Counsel (which shall be an expense of the related Borrower (Mortgagor to the extent consistent with the related Loan Documents)) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8), and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To The Master Servicer shall obtain, to the extent the Loan Documents grant the mortgagee discretion to so obtain, a certificate (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents, the Master Servicer shall obtain a certificate at the related Borrower's expense ) from an Independent certified public accountant certifying that the U.S. “government obligations securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8), comply with the requirements of the related Loan Agreement or Mortgage. (iv) To the extent consistent with the related Loan DocumentsDocuments and if required by the Rating Agencies under the then most recently published current criteria of the Rating Agencies, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Borrower's Mortgagor’s expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the CertificatesNo Downgrade Confirmation. (v) If the Mortgage Loan or Whole Loan permits the related Borrower Mortgagor or the lender or its designee to cause an accommodation borrower Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Borrower's Mortgagor’s cost and expense (and shall use its reasonable best efforts consistent with the Servicing Standard to cause the related Borrower Mortgagor to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the establishment of which will not, as evidenced in Trustee has received a writing No Downgrade Confirmation (if such confirmation is required pursuant to the then most recently published guidelines of the Rating Agencies delivered Agencies). (vi) To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs and expenses incurred in connection with the Trustee, in and of itself, result in the downgrade, qualification or withdrawals defeasance of the ratings then assigned related Mortgage Loans or Whole Loans. In the event that the Mortgagor is not required to pay any such costs and expenses under the Certificatesterms of the Loan Documents, such costs and expenses shall be Additional Trust Fund Expenses. (vii) In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a No Downgrade Confirmation (or conditioning approval of defeasance on the delivery of a No Downgrade Confirmation) or for imposing conditions to approval of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a result of the violation of applicable law or the Loan Documents).

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related BorrowerProperty, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), ) than would enforcement of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recoveryrecovery or such provision is not legally enforceable, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, 's regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency of Fitch, Mxxxx'x and S&P that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates; provided, however, that if the Stated Principal Balance of such Mortgage Loan is less than the lesser of (x) 2% of the total aggregate Stated Principal Balances of the Mortgage Loans and (y) $30,000,000, such written confirmation shall not be required from any of the Rating Agencies. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.26, if If any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance encumbrance, if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement consent would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency of Fitch, Mxxxx'x and S&P that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.30. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents), shall purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust FundLoan; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall requireIn the event that such Mortgage Loan permits the assumption of the obligations of the related Borrower by a successor mortgagor, prior to permitting such assumption and to the extent the Loan Documents grant the mortgagor discretion to so requirenot inconsistent with such Mortgage Loan, the Borrower Servicer shall obtain written confirmation from each Rating Agency that such assumption would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to provide the Certificates. (iii) To the extent not inconsistent with such Mortgage Loan, the Servicer shall require an Opinion of Counsel to the related Borrower (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicereach Rating Agency. (iiiiv) To the extent consistent not inconsistent with the related Loan DocumentsMortgage Loan, the Master Servicer shall obtain require a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (ivv) To the extent consistent with the related Loan Documents, prior Prior to permitting release of any Mortgaged Properties through defeasance, to the Master extent not inconsistent with the related Mortgage Loan, the Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. (vvi) If Prior to permitting release of any Mortgaged Property through defeasance, if the related Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall establish at the Borrower's cost so requires and expense (and shall use its reasonable best efforts to cause provides for the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligationspay the cost thereof, the establishment Servicer shall require an Opinion of which will not, as evidenced in a writing Counsel of the Rating Agencies delivered related Borrower to the Trustee, in and of itself, result in effect that such release will not cause either the downgrade, qualification Upper-Tier REMIC or withdrawals of Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or cause a tax to be imposed on the ratings then assigned to Trust Fund under the CertificatesREMIC Provisions.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related Borrower, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (x) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (y) the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), than would enforcement of such clause. If the Master Servicer or Special Servicer, as applicable, determines that granting of such consent would likely result in a greater recovery, the Master Servicer or Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Servicer's or Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or Special Servicer has received written confirmation from each Rating Agency that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. In connection with each such assumption or substitution entered into by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of this Agreement, upon receipt of the written consent of the Holder of a majority interest in the Controlling Class, the Master Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to the one time sale of the Mortgaged Property securing the Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan Schedule, the assumption by the purchaser of such Mortgage Loan. (b) Subject to Section 3.263.25(a), if any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then the Master Servicer or Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold its consent to such lien or encumbrance if in either case the Master Servicer or Special Servicer, as applicable, (x) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust Fund and (y) receives prior written confirmation from each Rating Agency that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.26. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shall, at the Borrower's expense (to the extent consistent with the Loan Documents)expense, purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust Fund; provided, that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall require, to the extent the Loan Documents grant the mortgagor discretion to so require, the Borrower to provide obtain an Opinion of Counsel (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer. (iii) To the extent consistent with the related Loan Documents, the The Master Servicer shall obtain a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (iv) To the extent consistent with required by the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates. (v) If the Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall establish at the Borrower's cost and expense (and shall use its reasonable best efforts to cause the related Borrower to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, the establishment of which will not, as evidenced in a writing of the Rating Agencies delivered to the Trustee, in and of itself, result in the downgrade, qualification or withdrawals of the ratings then assigned to the Certificates. (vi) To the extent not expressly inconsistent with the related Loan Documents, prior to permitting release of any Mortgaged Property through defeasance, the Master Servicer shall obtain an Opinion of Counsel (which shall be an expense of the related Borrower) to the effect that such release will not cause either the Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or related BorrowerProperty, or (ii) provides that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan is included in the Trust Fund, the Master Servicer shall notify the Special Servicer of requests for waiver of or any breach of any due-on-sale or due on encumbrance clause of which the Servicer has actual knowledge and deliver copies of all related Mortgage Files (either in electronic or hard copy form, as mutually agreed upon by the Servicer and the Special Servicer) to the Special Servicer (and the Depositor will pay the reasonable costs in obtaining such copies; provided, that if the Depositor does not pay such costs within 30 days of the request thereof by the Servicer, such costs shall constitute a Property Advance hereunder) and, except as provided in the next sentence, the Servicer or the Special Servicer, as applicable, shall enforce such due on sale clauses. With respect to non-Specially Serviced Mortgage Loans, the Servicer, after consulting with the Special Servicer, and (with respect to Specially Serviced Mortgaged Loans) the Special Servicer, on behalf of the Trust Fund Fund, shall not be required to enforce such due-on-sale clause and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption to the extent permitted under the terms of the related Mortgage Loan if (xA) such provision is not exercisable under applicable law or such exercise is reasonably likely to result in meritorious legal action by the related Borrower or (yB) the Master Servicer (after consulting with the Special Servicer) or the Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that permitting such assumption or granting such consent would be likely to result in a an equal or greater recovery, on a present value basis (discounting at the related Net Mortgage Rate), ) than would enforcement of such clause. If the Master Servicer or the Special Servicer, as applicable, determines that permitting such assumption or granting of such consent would likely result in a an equal or greater recoveryrecovery or such provision is not legally enforceable, the Master Servicer or the Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon the Mortgage Loan and substitute the new Borrower as obligor thereon, provided, that (a) the credit status of the prospective new Borrower is in compliance with the Master Special Servicer's or Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria (as evidenced in writing by the Master Servicer or Special Servicer) and the terms of the related Mortgage and (b) if the Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date (either alone or when aggregated with all other Mortgage Loans to Borrowers that are Affiliates, or that are cross-collateralized with such Mortgage Loan) is at least 5% of the aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-Off Date, the Master Servicer or the Special Servicer Servicer, as applicable, has received written confirmation from each Rating Agency of S&P and Xxxxx'x that such assumption or substitution would not, in and of itself, cause a downgrade, qualification or withdrawal of the then then-current ratings assigned to the Certificates; provided, however, that if the Stated Principal Balance of such Mortgage Loan or group of cross-collateralized Mortgage Loans or group of Mortgage Loans to affiliated Borrowers, as the case may be, is less than the lesser of (x) 2% of the total aggregate Stated Principal Balances of the Mortgage Loans as of the day immediately prior to the date of determination and (y) $30,000,000, and is not, at the time of determination, one of the ten largest Mortgage Loans in the Trust Fund, such written confirmation shall not be required from any of the Rating Agencies. In connection with each such assumption or substitution entered into by the Servicer or the Special Servicer, as applicable, the Servicer shall give prior notice thereof to the Special Servicer and the Special Servicer shall give prior notice thereof to the Master Servicer. The Master Servicer or the Special Servicer, as applicable, shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the Master Servicer, if applicable,) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding any other provision of In connection with the requirement under this Agreement, upon receipt of Section 3.09(a) that the written consent of Servicer notify and consult the Holder of a majority interest in the Controlling Class, the Master Special Servicer shall consent to, and execute any documents provided to it by the Controlling Class with respect to any consent to an assumption, the one time sale Servicer shall provide five Business Days' notice of such consultation and shall provide all information in the possession of the Mortgaged Property securing Servicer reasonably requested by the Special Servicer. If the Special Servicer is not reasonably available for such consultation within five Business Days after notice and receipt by the Special Servicer of copies of the related Mortgage Loan, identified as Loan No. SKY-II on the Mortgage Loan ScheduleFile, the assumption by Servicer will be deemed to have fulfilled its obligation to consult with the purchaser of such Mortgage LoanSpecial Servicer. (b) Subject to Section 3.26, if If any Mortgage Loan contains a provision in the nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property, then then, except as provided in the Master next sentence, the Special Servicer or shall enforce such due-on-encumbrance clause. The Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause and in connection therewith will not be required to (ix) accelerate the payments on the related Mortgage Loan or (iiy) withhold its consent to such lien or encumbrance encumbrance, if in either case the Master Special Servicer or Special Servicer, as applicable, (xA) determines, in accordance with the Servicing Standard, that such enforcement would not be in the best interests of the Trust Fund or, with respect to a consent, that granting such consent would be consistent with the Servicing Standard and (yB) receives prior written confirmation from each Rating Agency of S&P and Xxxxx'x that granting such consent would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then then-current ratings assigned to the Certificates. (c) Nothing in this Section 3.09 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special Servicer shall not agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related Note, other than pursuant to Section 3.273.29. (e) With respect to any Mortgage Loan which permits release of Mortgaged Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents: (i) In the event such Mortgage Loan requires that the Master Servicer Servicer, on behalf of the Trustee purchase the required U.S. government obligations, the Master Servicer shallshall purchase (upon receipt of sufficient funds from the Borrower exercising such right of defeasance) such obligations, at the Borrower's expense (to the extent consistent with the Loan Documents)expense, purchase such obligations in accordance with the terms of such Mortgage Loan and hold the same on behalf of the Trust FundLoan; providedprovided , that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable U.S. government obligations have been identified. (ii) The Master Servicer shall requireExcept as provided in Section 3.09(a)(i) or (ii), in the event that such Mortgage Loan permits the assumption of the obligations of the related Borrower by a successor mortgagor, prior to permitting such assumption and to the extent the Loan Documents grant the mortgagor discretion to so requirenot inconsistent with such Mortgage Loan, the Borrower Servicer shall obtain written confirmation from each Rating Agency that such assumption would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to provide the Certificates (provided, that the requirement to obtain such confirmation will be a precondition to the assumption only if the Servicer is able, pursuant to the terms of the related Mortgage File documents and applicable law, to prevent the defeasance if such confirmation is not obtained). (iii) To the extent permitted by such Mortgage Loan, the Servicer shall require an Opinion of Counsel to the related Borrower (which shall be an expense of the related Borrower (to the extent consistent with the Loan Documents)Borrower) to the effect that the Trustee has a first priority security interest in the defeasance deposit and the U.S. government obligations and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicereach Rating Agency. (iiiiv) To the extent consistent with permitted by the related Loan DocumentsMortgage Loan, the Master Servicer shall obtain require a certificate at the related Borrower's expense from an Independent certified public accountant certifying that the U.S. government obligations comply with the requirements of the related Loan Agreement or Mortgage. (ivv) To the extent consistent with the related Loan Documents, prior Prior to permitting release of any Mortgaged Properties through defeasance, to the Master extent not inconsistent with the related Mortgage Loan, the Servicer shall (at the Borrower's expense) obtain written confirmation from each Rating Agency that such defeasance would not, in and of itself, result in a downgrade, qualification or withdrawal of the then then-current ratings assigned to the Certificates. (vvi) If Prior to permitting release of any Mortgaged Property through defeasance, if the related Mortgage Loan permits the related Borrower or the lender or its designee to cause an accommodation borrower to assume such defeased obligations, the Master Servicer shall establish at the Borrower's cost so requires and expense (and shall use its reasonable best efforts to cause provides for the related Borrower to pay the cost thereof, the Servicer shall require an Opinion of Counsel of the related Borrower to the effect that such release will not cause the Upper-Tier REMIC, the Lower-Tier REMIC or any of the Loan REMICs to fail to qualify as a REMIC at any time that any Certificates are outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions. (vii) In the event that the Borrower fails to pay for any expense for which it is obligated as described in this Section 3.09(e), then the Servicer shall not purchase any U.S. obligations or consent to the proposed defeasance; provided that if the Servicer determines that (A) the Borrower is not obligated under the Mortgage Loan documents to pay such assumptionexpense or (B) failure to permit such defeasance will result in the Borrower defaulting under the related Mortgage Loan and that such default would result in a lesser net recovery with respect to the related Mortgage Loan than would occur if the Servicer were to permit such defeasance, in which case any expenses incurred by the Servicer shall be reimbursable as a Property Advance. (f) Prior to the defeasance of any Mortgaged Property, the Depositor shall establish a special purpose bankruptcy-remote entity to assume (the "New SPE") (or if the Depositor does not establish such obligationsNew SPE, the establishment Servicer shall do so with the cost thereof being an Advance hereunder), which shall assume any defeased Mortgage Loans and whose organizational documents shall provide that its purpose is limited to same. The Depositor shall also provide an Opinion of Counsel with respect to nonconsolidation of the New SPE. The Servicer shall exercise its right under the Loan Documents to require the Borrower to transfer to the New SPE any defeased Mortgage Loans, which will notassignment shall be accepted by the New SPE. (g) In connection with any defeasance, as evidenced in a writing to the extent not inconsistent with the Loan Documents, on behalf of the Borrower, the Servicer shall use the cash payment to (1) purchase noncallable obligations of the U.S. Treasury that are sufficient to timely meet all scheduled mortgage payments without reinvestment and (2) pay all related expenses. The Servicer shall provide to the Rating Agencies delivered to trade confirmations or other appropriate evidence that establishes that the Trustee, in and projection of itself, result cash flows in the downgrade, qualification or withdrawals certificate referred to in subsection (e)(iv) above are based upon the correct maturity dates and interest rates of the ratings then assigned to securities actually purchased. (h) The Servicer may release the Certificatesrelated Mortgaged Property for any Note that is fully defeased, provided it has confirmed that the requirements set forth above have been satisfied.