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) (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) 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 (A) represents less than 2% 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 $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" provision unless either (x) the Master Servicer or Special Servicer, as applicable, shall have received Rating Agency Confirmation with respect to such action or (y) the related Mortgage Loan or the Mortgage Loan included in the related 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 Subordinate Companion Holder if required under the applicable Intercreditor Agreement. The Master Servicer shall notify the Trustee, the 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) and shall forward thereto a copy of such agreement. Subject to the terms of the related Loan Documents, no assumption of a cross-collateralized mortgage loan shall be made without the assumption of all other 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 assumption, including 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 rating confirmation from a Rating Agency pursuant to this Section 3.09(b), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(i). 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer or Special Servicer, as applicable, shall 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 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(i).

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (i) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer, Special Servicer shall (a) with respect to Mortgage Loans that are not a Specially Serviced Mortgage LoansLoan promptly process such waiver (including the preparation of written materials), or (b) with respect to non-Specially Serviced Loans promptly process such waiver (including the preparation of written materials) (or, if mutually agreed to by the Master Servicer and the Special Servicer, with respect to Specially Serviced Mortgage Loans, the Master Servicer shall promptly analyze process such waiver, waiver (including the preparation of written materials in connection with such analysismaterials), and will subject to the consent of the Special Servicer). The Master Servicer or the Special Servicer, as applicable, shall close the related transaction, subject to the consultation and/or consent rights (if any) of each the Controlling Class Representative or the consultation rights of any related Companion Loan Holder pursuant to the related Intercreditor Agreement (or its Companion Loan Holder Representative) as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in the Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.28; provided, however, that 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 the Lower-Tier REMIC or Upper-Tier a Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 (i) non-Specially Serviced Mortgage Loans Loans, the Special Servicer or, if mutually agreed to by the Master Servicer orand the Special Servicer, in the case of Master Servicer (subject to the Special Servicer’s consent) or (ii) with respect to Specially Serviced Mortgage Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each 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 provision, the Special Servicer (or, with respect to non-Specially Serviced Loans, if mutually agreed to by the Master Servicer (and the Special Servicer, the Master Servicer, subject to the Special Servicer’s consent) has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer or the Master Servicer, as applicable, has made any such determination, the Special Servicer or the Master Servicer, as applicable, 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 and Whole Loans, the Special Servicer shall obtain the written consent of the Special ServicerControlling Class Representative (unless a Control Termination Event has occurred and is continuing), which consent shall be deemed given if not denied within the later of ten (a) 15 Business Days after the Special Servicer's receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) five (510) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative's receipt 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 notice shall recommendation and information may be given by delivered in an electronic format reasonably acceptable to Controlling Class Representative and the Special Servicer. In addition, 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)Master 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 (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 not waive any "“due-on-encumbrance" ” provision unless (1) the Master Special Servicer or the Special Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless or (x2) the related Mortgage Loan (including a Mortgage Loan related to a Whole Loan) (A) represents less than 2% 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 $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 or Whole Loan, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest mortgage loans Mortgage Loans in the Mortgage Pool based on principal balance, 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 although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than 1.2x to 1.0x $10,000,000). Further, the Special Servicer 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 may 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" ” provision unless either (x) the Special Servicer or the Master Servicer or Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (y) unless the related Mortgage Loan or the (including a Mortgage Loan included in the related Serviced to a 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 balancebalance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). 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 Subordinate Companion Loan Holder or its Companion Loan Holder Representative (if and to the extent required under the applicable Intercreditor Co-Lender Agreement). The Special Servicer or the Master Servicer Servicer, as applicable, shall notify the Trustee, the Special ServicerCertificate Administrator, the Master Servicer and, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a Whole Loan, the related Companion Loan Noteholders(s)Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the terms Special Servicer or the Master Servicer, as applicable, shall deliver a Review Package to such Rating Agency in accordance with Section 11.13 of the related 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 groupthis Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Master Special Servicer or the Special Servicer, as applicable, shall use reasonable efforts to collect all costs incurred in connection with any assumption, including 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 rating confirmation from a Rating Agency pursuant to this Section 3.09(b), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(i). 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer assumption or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such Rating Agency. To the extent permitted not prohibited by the applicable Loan Documents and applicable law, the Master Special Servicer or Special the Master Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (i) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer, Servicer (with respect to Mortgage Loans that are not non-Specially Serviced Mortgage Loans, Loans and with the Special Servicer’s consent) and the Special Servicer, Servicer (with respect to Specially Serviced Mortgage Loans) shall process such waiver request. With respect to non-Specially Serviced Loans, the Master Servicer shall promptly analyze such waiverreview the proposed transaction and, including whether or not it determines that approval of the preparation of transaction is favorable, make and submit its written materials recommendation and analysis to the Special Servicer with all information reasonably available to the Master Servicer that the Special Servicer may reasonably request in connection with such analysisorder to withhold or grant its consent, and in all cases the Special Servicer will be entitled to approve or disapprove the transaction. The Master Servicer or the Special Servicer, as applicable, shall 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 each the Controlling Class Representative or the consultation rights of any related Companion Loan Holder pursuant to the related Intercreditor Agreement (or its Companion Loan Holder Representative) as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in the Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.28; provided, however, that 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 the Lower-Tier REMIC or Upper-Tier a Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 (i) non-Specially Serviced Mortgage Loans Loans, the Master Servicer or, in (subject to the case of Special Servicer’s consent) or (ii) with respect to Specially Serviced Mortgage Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each 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 provision, the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer's ’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 (such request, which recommendation and analysis 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)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 (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence)Servicer, as applicable, has made any such determination, the Master Servicer or the Special Servicer Servicer, as applicable, shall deliver to the Trustee, the Rating Agencies and Certificate Administrator, each other party hereto to this Agreement and, subject to Section 11.13 of this Agreement, each of the Rating Agencies an Officer's ’s Certificate setting forth the basis for such determination. In addition; provided that, neither the Master Servicer nor with respect to all Mortgage Loans, the Special Servicer may waive any "due-on-encumbrance" provision 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 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 analysis and information may be delivered in an electronic format reasonably acceptable to Controlling Class Representative and Master Servicer or the Special Servicer, as applicable. In addition, the Special Servicer or the Master Servicer, as applicable, may not waive any “due-on-encumbrance” provision unless (1) the Special Servicer or the Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless or (x2) the related Mortgage Loan (including a Mortgage Loan related to a Serviced Whole Loan) (A) represents less than 2% 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 $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 or Serviced Whole Loan, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest mortgage loans Mortgage Loans in the Mortgage Pool based on principal balance, 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 although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than 1.2x to 1.0x $10,000,000). Further, the Special Servicer 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 may 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" ” provision unless either (x) the Special Servicer or the Master Servicer or Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (y) unless the related Mortgage Loan or the (including a Mortgage Loan included in the related to a 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 balancebalance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). 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 Subordinate Companion Loan Holder or its Companion Loan Holder Representative (if and to the extent required under the applicable Intercreditor Co-Lender Agreement). The Special Servicer (with respect to Specially Serviced Loans) or the Master Servicer (with respect to non-Specially Serviced Loans), as applicable, shall notify the Trustee, the Special ServicerCertificate Administrator, the Master Servicer and, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a Serviced Whole Loan, the related Companion Loan Noteholders(s)Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the terms Special Servicer or the Master Servicer, as applicable, shall deliver a Review Package to such Rating Agency in accordance with Section 11.13 of the related 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 groupthis Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Master Special Servicer or the Special Servicer, as applicable, shall use reasonable efforts to collect all costs incurred in connection with any assumption, including 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 rating confirmation from a Rating Agency pursuant to this Section 3.09(b), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(i). 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer assumption or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such Rating Agency. To the extent permitted not prohibited by the applicable Loan Documents and applicable law, the Master Special Servicer or Special the Master Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (i) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer, Special Servicer shall (a) with respect to Mortgage Loans that are not a Specially Serviced Mortgage LoansLoan promptly process such waiver (including the preparation of written materials), or (b) with respect to non-Specially Serviced Loans promptly process such waiver (including the preparation of written materials) (or, if mutually agreed to by the Master Servicer and the Special Servicer, with respect to Specially Serviced Mortgage Loans, the Master Servicer shall promptly analyze process such waiver, waiver (including the preparation of written materials in connection with such analysismaterials), and will subject to the consent of the Special Servicer). The Master Servicer or the Special Servicer, as applicable, shall close the related transaction, subject to the consultation and/or consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement Controlling Class Representative as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in this Agreement, and subject to Sections 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.28; provided, however, that 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 the Lower-Tier REMIC or Upper-Tier a Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 (i) non-Specially Serviced Mortgage Loans Loans, the Special Servicer or, if mutually agreed to by the Master Servicer orand the Special Servicer, in the case of Master Servicer (subject to the Special Servicer’s processing and consent) or (ii) with respect to Specially Serviced Mortgage Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each 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 provision, the Master Special Servicer (has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer has made any such determination, 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 obtain the written consent of the Special ServicerControlling Class Representative (unless a Control Termination Event has occurred and is continuing), which consent shall be deemed given if not denied within the later of ten (a) 15 Business Days after the Special Servicer's receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) five (510) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative's receipt 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 notice shall recommendation and information may be given by the Special Servicer no later than 10 Business Days after the commencement of the 15 Business Day period described delivered 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 an electronic format reasonably acceptable to 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 and 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 determinationServicer. In addition, neither the Master Servicer nor the Special Servicer may not waive any "“due-on-encumbrance" ” provision unless the Master Servicer or (1) the Special Servicer, as applicable, Servicer shall have received a prior written Rating Agency Confirmation with respect to such action unless or (x2) the related Mortgage Loan (A) represents less than 2% 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 $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 Mortgage Loans in the Mortgage Pool based on principal balance, 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 although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than 1.2x to 1.0x or (y) the encumbrance relates to the grant of an easement$10,000,000). Further, 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 not waive any "“due-on-sale" ” provision unless either (x) the Master Special Servicer or Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (y) unless the related Mortgage Loan or the Mortgage Loan included in the related 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, balance (although no waiver of a due-on-sale or due-on-encumbrance provision such Rating Agency Confirmation will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with the related Subordinate Companion Holder required if required under the applicable Intercreditor Agreementsuch Mortgage Loan has a principal balance less than $10,000,000). The Master Special Servicer shall notify the Trustee, the Special ServicerCertificate Administrator, the Master Servicer and, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a Whole Loan, the related Companion Loan Noteholders(s)Agency, of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the terms Special Servicer shall deliver a Review Package to such Rating Agency in accordance with Section 11.13 of the related 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 groupthis Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Master Special Servicer or the Special Servicer, as applicable, shall use reasonable efforts to collect all costs incurred in connection with any assumption, including 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 rating confirmation from a Rating Agency pursuant to this Section 3.09(b), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(i). 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer assumption or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such Rating Agency. To the extent permitted not prohibited by the applicable Loan Documents and applicable law, the Master Special Servicer or Special Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (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 (and the 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 case of non-Specially Serviced Mortgage Loans) and the consultation and/or consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement Controlling Class Representative or the Whole Loan Directing Holders as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in the Intercreditor Agreement and this Agreement, and subject to Sections Section 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.31; 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 the Lower-Tier REMIC or Upper-Tier any Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code 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 and Whole Loans other than Specially Serviced Mortgage Loans 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 (or such other time as required by the later of (a) 15 related Intercreditor Agreement, but in no event less than 5 Business Days after the time period set forth in the related Intercreditor Agreement for review by any Companion Loan Holder) after the Special Servicer's ’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 (such request, which 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)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 (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence)Servicer, as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and Certificate Administrator, each other party hereto to this Agreement and, subject to Section 11.13 of this Agreement, each of the Rating Agencies an Officer's ’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 and other than with respect to any Whole Loan, for so long as the related Companion Loan Holder or its designee is the related Whole Loan Directing Holder) or the related Whole Loan Directing Holder (with respect to any Whole Loan, for so long as the related Companion Loan Holder or its designee is the related Whole Loan Directing Holder), as applicable, which consent shall be deemed given 10 Business Days after receipt (unless earlier objected to) by the Controlling Class Representative or the Whole Loan Directing Holders, 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 Holders, 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 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" ” 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 unless or (x2) the related Mortgage Loan (including the Mortgage Loan related to a Whole Loan) (A) represents less than 2% 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 $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 or Whole Loan, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest mortgage loans Mortgage Loans in the Mortgage Pool based on principal balance, 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 although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance 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$5,000,000). In additionFurther, neither the Master Servicer nor the Special Servicer may waive any "“due-on-sale" ” provision unless either (x) the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (y) unless the related Mortgage Loan or (including the Mortgage Loan included in the related Serviced to a 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 balancebalance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). 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 or, if applicable, obtains the related Subordinate consent or deemed consent of, the Companion Loan Holder if and to the extent 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 Certificate Administrator, the Special Servicer, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a Whole Loan, the related Companion Loan Noteholders(sHolder(s), of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject to the terms of the related Loan Documents, no assumption of a cross-collateralized mortgage loan shall be made without the assumption of all other 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 assumption, including 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 rating confirmation a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(b3.09(a), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 Agency in connection accordance with any enforcement or waiver contemplated in Section 11.13 of this subsection (a)(i)Agreement. 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer assumption or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (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 of the Special Servicer (in the case of non-Specially Serviced Loans) and the consultation and/or consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement Controlling Class Representative as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in this Agreement, and subject to Sections 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.28; 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 the Lower-Tier REMIC or Upper-Tier a Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 Mortgage Loans 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 provision, the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer's ’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 (such request, which 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)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 (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence)Servicer, as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and Certificate Administrator, each other party hereto to this Agreement and, subject to Section 11.13 of this Agreement, each of the Rating Agencies an Officer's ’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 unless or (x2) the related Mortgage Loan (A) represents less than 2% 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 $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 Mortgage Loans in the Mortgage Pool based on principal balance, 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 although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance 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$5,000,000). In additionFurther, neither the Master Servicer nor the Special Servicer may waive any "“due-on-sale" ” provision unless either (x) the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (y) unless the related Mortgage Loan or the Mortgage Loan included in the related 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, balance (although no waiver of a due-on-sale or due-on-encumbrance provision such Rating Agency Confirmation will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with the related Subordinate Companion Holder required if required under the applicable Intercreditor Agreementsuch 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 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)(i3.09(a) and shall forward thereto a copy of such agreement. Subject to the terms of the related Loan Documents, no assumption of a cross-collateralized mortgage loan shall be made without the assumption of all other 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 assumption, including 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 rating confirmation a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(b3.09(a), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 Agency in connection accordance with any enforcement or waiver contemplated in Section 11.13 of this subsection (a)(i)Agreement. 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer assumption or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (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 (and the Whole Loan) that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent of the Special Servicer (in the case of non-Specially Serviced Mortgage Loans) and the consultation and/or consent rights (if any) of each Companion the Controlling Class Representative or the Whole Loan Directing Holder pursuant to the related Intercreditor Agreement as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in the Intercreditor Agreement and this Agreement, and subject to Sections Section 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.27; 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 the Lower-Tier REMIC or Upper-Tier either Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code 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 Loans, the Master Servicer or, in the case of Specially Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless following its receipt of a request of a waiver in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer's ’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 (such request, which 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)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 (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence)Servicer, as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver deliver, subject to the TrusteeSection 11.13 of this Agreement, to each of the Rating Agencies a copy of the recommendation and each analysis prepared by the Master Servicer with respect to Mortgage Loans (and the Whole Loan) 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 Controlling Class Representative (unless a Control Termination Event has occurred and is continuing and other party hereto an Officer's Certificate setting forth than with respect to the basis Whole Loan, for so long as the Companion Loan 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 Loan Holder or its designee is the Whole Loan Directing Holder), as applicable, which consent shall be deemed given 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 determinationaction 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 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" ” 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 unless or (x2) the related Mortgage Loan (A) represents less than 2% 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 $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 Companion Loan, if any, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest mortgage loans Mortgage Loans in the Mortgage Pool based on principal balance, 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 although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance 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$5,000,000). In additionFurther, neither the Master Servicer nor the Special Servicer may waive any "“due-on-sale" ” provision unless either (x) the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (y) unless the related Mortgage Loan or the Mortgage Loan included in the related 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 balancebalance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). With respect to each the 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 or, if applicable, obtains the related Subordinate consent or deemed consent of, the Companion Loan Holder if and to the extent 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 Certificate Administrator, the Special Servicer, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a the Whole Loan, the related Companion Loan Noteholders(sHolder(s), of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject to the terms of the related Loan Documents, no assumption of a cross-collateralized mortgage loan shall be made without the assumption of all other 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 assumption, including 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 rating confirmation a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(b3.09(a), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 Agency in connection accordance with any enforcement or waiver contemplated in Section 11.13 of this subsection (a)(i)Agreement. 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 ensure that all costs in connection with any assumption, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (i) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer, Special Servicer shall (a) with respect to Mortgage Loans that are not a Specially Serviced Mortgage LoansLoan promptly process such waiver (including the preparation of written materials), or (b) with respect to non-Specially Serviced Loans promptly process such waiver (including the preparation of written materials) (or, if mutually agreed to by the Master Servicer and the Special Servicer, with respect to Specially Serviced Mortgage Loans, the Master Servicer shall promptly analyze process such waiver, waiver (including the preparation of written materials in connection with such analysismaterials), and will subject to the consent of the Special Servicer). The Master Servicer or the Special Servicer, as applicable, shall close the related transaction, subject to the consultation and/or consent rights (if any) of each the Controlling Class Representative or the consultation rights of any related Companion Loan Holder pursuant to the related Intercreditor Agreement (or its Companion Loan Holder Representative) as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in the Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.28; provided, however, that 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 the Lower-Tier REMIC or Upper-Tier a Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 (i) non-Specially Serviced Mortgage Loans Loans, the Special Servicer or, if mutually agreed to by the Master Servicer orand the Special Servicer, in the case of Master Servicer (subject to the Special Servicer’s consent) or (ii) with respect to Specially Serviced Mortgage Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each 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 Servicerprovision, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer's receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable or, with respect to non-Specially Serviced Loans, if mutually agreed to by 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 Master Servicer, subject to 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)Servicer’s consent) 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)Master Servicer, as applicable, has made any such determination, the Master Special Servicer or the Special Servicer Master Servicer, as applicable, shall deliver to the Trustee, the Rating Agencies and Certificate Administrator, each other party hereto to this Agreement and, subject to Section 11.13 of this Agreement, each of the Rating Agencies an Officer's ’s Certificate setting forth the basis for such determination; provided that, with respect to all Mortgage Loans and Serviced Whole Loans, the Special Servicer shall 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 the AB Whole Loan, for so long as the related Subordinate Companion Loan Holder or its designee is the related Whole Loan Directing Holder) or the related Whole Loan Directing Holder (with respect to the AB Whole Loan, for so long as the related Subordinate Companion Loan Holder or its designee is the related 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 Special Servicer 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 Controlling Class Representative or the Whole Loan Directing Holder, as applicable, and the Special Servicer. In addition, neither the Master Servicer nor the Special Servicer or the Master Servicer, as applicable, may not waive any "“due-on-encumbrance" ” provision unless (1) the Master Special Servicer or the Special Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless or (x2) the related Mortgage Loan (including a Mortgage Loan related to a Serviced Whole Loan) (A) represents less than 2% 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 $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 or Serviced Whole Loan, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest mortgage loans Mortgage Loans in the Mortgage Pool based on principal balance, 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 although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than 1.2x to 1.0x $10,000,000). Further, the Special Servicer 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 may 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" ” provision unless either (x) the Special Servicer or the Master Servicer or Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (y) unless the related Mortgage Loan or the (including a Mortgage Loan included in the related to a 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 balancebalance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). 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 Subordinate Companion Loan Holder or its Companion Loan Holder Representative (if and to the extent required under the applicable Intercreditor Co-Lender Agreement). The Special Servicer or the Master Servicer Servicer, as applicable, shall notify the Trustee, the Special ServicerCertificate Administrator, the Master Servicer and, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a Serviced Whole Loan, the related Companion Loan Noteholders(s)Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the terms Special Servicer or the Master Servicer, as applicable, shall deliver a Review Package to such Rating Agency in accordance with Section 11.13 of the related 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 groupthis Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Master Special Servicer or the Special Servicer, as applicable, shall use reasonable efforts to collect all costs incurred in connection with any assumption, including 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 rating confirmation from a Rating Agency pursuant to this Section 3.09(b), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(i). 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer assumption or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such Rating Agency. To the extent permitted not prohibited by the applicable Loan Documents and applicable law, the Master Special Servicer or Special the Master Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (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 (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 each Companion the Subordinate Class Representative or the Loan Combination Directing Holder pursuant to the related Intercreditor Agreement as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in the Intercreditor Agreement and this Agreement, and subject to Sections Section 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.27; 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 the Lower-Tier REMIC or Upper-Tier either Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 Loans, the Master Servicer or, in the case of Specially Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless following its receipt of a request of a waiver in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer's ’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 (such request, which 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)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 (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence)Servicer, as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee[, the Rating Agencies and Certificate Administrator], each other party hereto and, subject 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 Officer's Certificate setting forth action, obtain the basis 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 determinationaction 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 unless or (x2) the related Mortgage Loan (A) represents less than 2[__]% 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 $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" provision unless either (x) the Master Servicer or Special Servicer, as applicable, shall have received Rating Agency Confirmation with respect to such action or (y) the related Mortgage Loan or the Mortgage Loan included in the related 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 Loanthe 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 related Subordinate Companion consent or deemed consent of, the Non-Trust Mortgage Interest Holder if and to the extent 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 Certificate Administrator], the Special Servicer, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a Whole Loanthe Loan Combination, the related Companion Loan Noteholders(sNon-Trust Mortgage Interest Holder(s), of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject to the terms of the related Loan Documents, no assumption of a cross-collateralized mortgage loan shall be made without the assumption of all other 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 assumption, including 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 rating confirmation a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(b3.09(a), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 Agency in connection accordance with any enforcement or waiver contemplated in Section 11.13 of this subsection (a)(i)Agreement. 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 ensure that all costs in connection with any assumption, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (i) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer, Special Servicer shall (a) with respect to Mortgage Loans that are not a Specially Serviced Mortgage LoansLoan promptly process such waiver (including the preparation of written materials), or (b) with respect to non-Specially Serviced Loans promptly process such waiver (including the preparation of written materials) (or, if mutually agreed to by the Master Servicer and the Special Servicer, with respect to Specially Serviced Mortgage Loans, the Master Servicer shall promptly analyze process such waiver, waiver (including the preparation of written materials in connection with such analysismaterials), and will subject to the consent of the Special Servicer). The Master Servicer or the Special Servicer, as applicable, shall close the related transaction, subject to the consultation and/or consent rights (if any) of each the Controlling Class Representative or the consultation rights of any related Companion Loan Holder pursuant to the related Intercreditor Agreement (or its Companion Loan Holder Representative) as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in the Co-Lender Agreement and this Agreement, and subject to Sections Section 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.28; provided, however, that 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 the Lower-Tier REMIC or Upper-Tier a Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 (i) non-Specially Serviced Mortgage Loans Loans, the Special Servicer or, if mutually agreed to by the Master Servicer orand the Special Servicer, in the case of Master Servicer (subject to the Special Servicer’s processing and consent) or (ii) Specially Serviced Mortgage Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each 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 provision, the Special Servicer (or, with respect to non-Specially Serviced Loans, if mutually agreed to by the Master Servicer (and the Special Servicer, the Master Servicer, subject to the Special Servicer’s processing and consent) has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer has made any such determination, 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 and Whole Loans, the Special Servicer shall obtain the written consent of the Special ServicerControlling Class Representative (unless a Control Termination Event has occurred and is continuing), which consent shall be deemed given if not denied within the later of ten (a) 15 Business Days after the Special Servicer's receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) five (510) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative's receipt 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 notice shall recommendation and information may be given by the Special Servicer no later than 10 Business Days after the commencement of the 15 Business Day period described delivered 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 an electronic format reasonably acceptable to 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 and 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 determinationServicer. In addition, neither the Master Servicer nor the Special Servicer may not waive any "“due-on-encumbrance" ” provision unless the Master Servicer or (1) the Special Servicer, as applicable, Servicer shall have received a prior written Rating Agency Confirmation with respect to such action unless or (x2) the related Mortgage Loan (including a Mortgage Loan related to a Whole Loan) (A) represents less than 2% 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 $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 or Whole Loan, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest mortgage loans Mortgage Loans in the Mortgage Pool based on principal balance, 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 although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than 1.2x to 1.0x or (y) the encumbrance relates to the grant of an easement$10,000,000). Further, 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 not waive any "“due-on-sale" ” provision unless either (x) the Master Special Servicer or Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (y) unless the related Mortgage Loan or the (including a Mortgage Loan included in the related Serviced to a 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 balancebalance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). 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 Subordinate Companion Loan Holder or its Companion Loan Holder Representative (if and to the extent required under the applicable Intercreditor Co-Lender Agreement). The Master Special Servicer shall notify the Trustee, the Special ServicerCertificate Administrator, the Master Servicer and, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a Whole Loan, the related Companion Loan Noteholders(s)Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the terms Special Servicer shall deliver a Review Package to such Rating Agency in accordance with Section 11.13 of the related 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 groupthis Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Master Special Servicer or the Special Servicer, as applicable, shall use reasonable efforts to collect all costs incurred in connection with any assumption, including 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 rating confirmation from a Rating Agency pursuant to this Section 3.09(b), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(i). 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer assumption or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such Rating Agency. To the extent permitted not prohibited by the applicable Loan Documents and applicable law, the Master Special Servicer or Special Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (i) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer, Special Servicer shall (a) with respect to Mortgage Loans that are not a Specially Serviced Mortgage LoansLoan promptly process such waiver (including the preparation of written materials), or (b) with respect to non-Specially Serviced Loans promptly process such waiver (including the preparation of written materials) (or, if mutually agreed to by the Master Servicer and the Special Servicer, with respect to Specially Serviced Mortgage Loans, the Master Servicer shall promptly analyze process such waiver, waiver (including the preparation of written materials in connection with such analysismaterials), and will subject to the consent of the Special Servicer). The Master Servicer or the Special Servicer, as applicable, shall close the related transaction, subject to the consultation and/or consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement Controlling Class Representative as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in this Agreement, and subject to Sections 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.28; provided, however, that 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 the Lower-Tier REMIC or Upper-Tier a Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 (i) non-Specially Serviced Mortgage Loans Loans, the Special Servicer or, if mutually agreed to by the Master Servicer orand the Special Servicer, in the case of Master Servicer (subject to the Special Servicer’s consent) or (ii) with respect to Specially Serviced Mortgage Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each 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 provision, the Special Servicer (or, with respect to non-Specially Serviced Loans, if mutually agreed to by the Master Servicer (and the Special Servicer, the Master Servicer, subject to the Special Servicer’s consent) has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer, or the Master Servicer, as applicable, has made any such determination, the Special Servicer, or the Master Servicer, as applicable, 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 obtain the written consent of the Special ServicerControlling Class Representative (unless a Control Termination Event has occurred and is continuing), which consent shall be deemed given if not denied within the later of ten (a) 15 Business Days after the Special Servicer's receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) five (510) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative's receipt 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 notice shall recommendation and information may be given by the Special Servicer no later than 10 Business Days after the commencement of the 15 Business Day period described delivered 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 an electronic format reasonably acceptable to Controlling Class Representative may reasonably request for and the analysis of such request)Special Servicer. In addition, the Special Servicer, or the Master 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 (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 not waive any "“due-on-encumbrance" ” provision unless (1) the Special Servicer, or the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless or (x2) the related Mortgage Loan (A) represents less than 2% 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 $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 Mortgage Loans in the Mortgage Pool based on principal balance, 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 although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than 1.2x to 1.0x $10,000,000). Further, the Special Servicer, 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 may 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" ” provision unless either (x) the Special Servicer, or the Master Servicer or Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (y) unless the related Mortgage Loan or the Mortgage Loan included in the related 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, balance (although no waiver of a due-on-sale or due-on-encumbrance provision such Rating Agency Confirmation will be effective unless required if such Mortgage Loan has a principal balance less than $10,000,000). The Special Servicer, or the Master Servicer or Special Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement. The Master Servicer shall notify the Trustee, the Special ServicerCertificate Administrator, the Master Servicer and, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a Whole Loan, the related Companion Loan Noteholders(s)Agency, of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the terms Special Servicer, or the Master Servicer, as applicable, shall deliver a Review Package to such Rating Agency in accordance with Section 11.13 of the related 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 groupthis Agreement. 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 assumption, including 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 rating confirmation from a Rating Agency pursuant to this Section 3.09(b), or the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(i). 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer assumption or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such Rating Agency. To the extent permitted not prohibited by the applicable Loan Documents and applicable law, the Special Servicer, or 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 (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (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 (and the Split-Loan) that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent of the Special Servicer (in the case of non-Specially Serviced Mortgage Loans) and consent rights (if any) of each Companion the Controlling Class Representative or the Split-Loan Directing Holder pursuant to the related Intercreditor Agreement as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in the Intercreditor Agreement and this Agreement, and subject to Sections Section 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.27; 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 the Lower-Tier REMIC or Upper-Tier either Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 Loans, the Master Servicer or, in the case of Specially Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless following its receipt of a request of a waiver in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer's ’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 (such request, which 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)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 (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence)Servicer, as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and Certificate Administrator, each other party hereto and, subject to Section 11.14 of this Agreement, each of the Rating Agencies an Officer's ’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 (during a Subordinate Control Period) and other than with respect to the [_____] Split-Loan, for so long as the [_____] Companion Loan Holder or its designee is the [_____] Directing Holder or the [_____] Directing Holder (with respect to the [_____] Split-Loan, for so long as the [_____] Companion Loan Holder or its designee is the [_____] Directing Holder), as applicable, which consent shall be deemed given 10 Business Days after receipt (unless earlier objected to) by the Controlling Class Representative or the [_____] 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 [_____] 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 Controlling Class Representative or the [_____] 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” provision unless the Master Servicer or the Special Servicer, as applicable, shall have received prior written Rating Agency No Downgrade Confirmation with respect to such action unless (x) the related Mortgage Loan (A) represents less than 2% 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 $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" provision unless either (x) the Master Servicer or Special Servicer, as applicable, shall have received Rating Agency Confirmation with respect to such action or (y) the related Mortgage Loan or the Mortgage Loan included in the related 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 balancebalance (although no such No Downgrade Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). If a No Downgrade Confirmation is not required hereunder pursuant to clause (ii) above, a written notice shall be given to each Rating Agency prior to consummation of the transaction. With respect to each the 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 or, if applicable, obtains the related Subordinate consent or deemed consent of, the Companion Loan Holder if and to the extent 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 Certificate Administrator, the Special Servicer, subject to Section 11.14 of this Agreement, each Rating Agency and, with respect to a Whole the Split-Loan, the related Companion Loan Noteholders(sHolder(s), of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject to the terms of the related Loan Documents, no assumption of a cross-collateralized mortgage loan shall be made without the assumption of all other 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 assumption, including 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 rating confirmation a No Downgrade Confirmation from a Rating Agency pursuant to this Section 3.09(b3.09(a), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 Agency in connection accordance with any enforcement or waiver contemplated in Section 11.14 of this subsection (a)(i)Agreement. 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency a No Downgrade Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any encumbrance, including any arising from seeking Rating Agency 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 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (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 (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 each Companion the Subordinate Class Representative or the Loan Combination Directing Holder pursuant to the related Intercreditor Agreement as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in the Intercreditor Agreement and this Agreement, and subject to Sections Section 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.27; 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 the Lower-Tier REMIC or Upper-Tier either Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 Loans, the Master Servicer or, in the case of Specially Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless following its receipt of a request of a waiver in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer's ’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 (such request, which 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)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 (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence)Servicer, as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee[, the Rating Agencies and Certificate Administrator], each other party hereto and, subject 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 Officer's Certificate setting forth action, obtain the basis 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 Loan 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 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 determinationaction 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 No Downgrade Confirmation with respect to such action unless or (x2) the related Mortgage Loan (A) represents less than 2[__]% 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 $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" provision unless either (x) the Master Servicer or Special Servicer, as applicable, shall have received Rating Agency Confirmation with respect to such action or (y) the related Mortgage Loan or the Mortgage Loan included in the related 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 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 related Subordinate Companion consent or deemed consent of, the Non-Trust Mortgage Loan Holder if and to the extent 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 Certificate Administrator], the Special Servicer, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a Whole Loanthe Loan Combination, the related Companion Non-Trust Mortgage Loan Noteholders(sHolder(s), of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject to the terms of the related Loan Documents, no assumption of a cross-collateralized mortgage loan shall be made without the assumption of all other 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 assumption, including 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 rating confirmation a No Downgrade Confirmation from a Rating Agency pursuant to this Section 3.09(b3.09(a), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 Agency in connection accordance with any enforcement or waiver contemplated in Section 11.13 of this subsection (a)(i)Agreement. 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer assumption or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any encumbrance, including any arising from seeking Rating Agency 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 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (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 (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 case of non-Specially Serviced Mortgage Loans) and consent rights (if any) of each Companion the Controlling Class Representative or the Whole Loan Directing Holder pursuant to the related Intercreditor Agreement as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in the Intercreditor Agreement and this Agreement, and subject to Sections Section 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.27; 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 the Lower-Tier REMIC or Upper-Tier either Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 the later of (a) 15 Business Days after the Special Servicer's ’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 (such request, which 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)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 (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence)Servicer, as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto and, subject to Section 11.14 of this Agreement, each of the Rating Agencies an Officer's ’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” provision unless the Master Servicer or the Special Servicer, as applicable, shall have received prior written Rating Agency No Downgrade Confirmation with respect to such action unless (x) the related Mortgage Loan (A) represents less than 2[__]% 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 $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" provision unless either (x) the Master Servicer or Special Servicer, as applicable, shall have received Rating Agency Confirmation with respect to such action or (y) the related Mortgage Loan or the Mortgage Loan included in the related 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 LoanInterest, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with the related Subordinate Companion 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 Loan Noteholders(sInterest Holders(s), of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject to the terms of the related Loan Documents, no assumption of a cross-collateralized mortgage loan shall be made without the assumption of all other 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 assumption, including 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 rating confirmation a No Downgrade Confirmation from a Rating Agency pursuant to this Section 3.09(b3.09(a), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 Agency in connection accordance with any enforcement or waiver contemplated in Section 11.14 of this subsection (a)(i)Agreement. 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency a No Downgrade Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any encumbrance, including any arising from seeking Rating Agency 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 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (i) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer, Special Servicer shall (a) with respect to Mortgage Loans that are not a Specially Serviced Mortgage LoansLoan promptly process such waiver (including the preparation of written materials), or (b) with respect to non-Specially Serviced Loans promptly process such waiver (including the preparation of written materials) (or, if mutually agreed to by the Master Servicer and the Special Servicer, with respect to Specially Serviced Mortgage Loans, the Master Servicer shall promptly analyze process such waiver, waiver (including the preparation of written materials in connection with such analysismaterials), and will subject to the consent of the Special Servicer). The Master Servicer or the Special Servicer, as applicable, shall close the related transaction, subject to the consultation and/or consent rights (if any) of each the Controlling Class Representative or the consultation rights of any related Companion Loan Holder pursuant to the related Intercreditor Agreement (or its Companion Loan Holder Representative) as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in the Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.28; provided, however, that 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 the Lower-Tier REMIC or Upper-Tier a Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 (i) non-Specially Serviced Mortgage Loans Loans, the Special Servicer or, if mutually agreed to by the Master Servicer orand the Special Servicer, in the case of Master Servicer (subject to the Special Servicer’s processing and consent) or (ii) Specially Serviced Mortgage Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each 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 provision, the Special Servicer (or, with respect to non-Specially Serviced Loans, if mutually agreed to by the Master Servicer (and the Special Servicer, the Master Servicer, subject to the Special Servicer’s processing and consent) has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer, or the Master Servicer, as applicable, has made any such determination, the Special Servicer, or the Master Servicer, as applicable, 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 and Serviced Whole Loan, the Special Servicer shall obtain the written consent of the Special ServicerControlling Class Representative (unless a Control Termination Event has occurred and is continuing), which consent shall be deemed given if not denied within the later of ten (a) 15 Business Days after the Special Servicer's receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) five (510) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative's receipt 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 notice shall recommendation and information may be given by the Special Servicer no later than 10 Business Days after the commencement of the 15 Business Day period described delivered 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 an electronic format reasonably acceptable to Controlling Class Representative may reasonably request for and the analysis of such request)Special Servicer. In addition, the Special Servicer, or the Master 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 (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 not waive any "“due-on-encumbrance" ” provision unless (1) the Special Servicer, or the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless or (x2) the related Mortgage Loan (including a Mortgage Loan related to a Serviced Whole Loan) (A) represents less than 2% 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 $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 or Serviced Whole Loan, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest mortgage loans Mortgage Loans in the Mortgage Pool based on principal balance, 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 although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than 1.2x to 1.0x $10,000,000). Further, the Special Servicer, 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 may 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" ” provision unless either (x) the Special Servicer, or the Master Servicer or Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (y) unless the related Mortgage Loan or the (including a Mortgage Loan included in the related to a 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 balancebalance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). 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 Subordinate Companion Loan Holder or its Companion Loan Holder Representative (if and to the extent required under the applicable Intercreditor Co-Lender Agreement). The Special Servicer, or the Master Servicer Servicer, as applicable, shall notify the Trustee, the Special ServicerCertificate Administrator, the Master Servicer and, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a Serviced Whole Loan, the related Companion Loan Noteholders(s)Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the terms Special Servicer, or the Master Servicer, as applicable, shall deliver a Review Package to such Rating Agency in accordance with Section 11.13 of the related 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 groupthis Agreement. 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 assumption, including 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 rating confirmation from a Rating Agency pursuant to this Section 3.09(b), or the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(i). 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer assumption or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such Rating Agency. To the extent permitted not prohibited by the applicable Loan Documents and applicable law, the Special Servicer, or 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 (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) (i) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer, Special Servicer shall (a) with respect to Mortgage Loans that are not a Specially Serviced Mortgage LoansLoan promptly process such waiver (including the preparation of written materials), or (b) with respect to non-Specially Serviced Loans promptly process such waiver (including the preparation of written materials) (or, if mutually agreed to by the Master Servicer and the Special Servicer, with respect to Specially Serviced Mortgage Loans, the Master Servicer shall promptly analyze process such waiver, waiver (including the preparation of written materials in connection with such analysismaterials), and will subject to the consent of the Special Servicer). The Master Servicer or the Special Servicer, as applicable, shall close the related transaction, subject to the consultation and/or consent rights (if any) of each the Controlling Class Representative or the consultation rights of any related Companion Loan Holder pursuant to the related Intercreditor Agreement (or its Companion Loan Holder Representative) as provided in this Section 3.09(a)(i3.09(a) and as otherwise provided in the Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), Section 3.263.21, Section 3.273.24, Section 3.28 3.25 and Section 3.313.28; provided, however, that 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 the Lower-Tier REMIC or Upper-Tier a Trust REMIC under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier 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 (i) non-Specially Serviced Mortgage Loans Loans, the Special Servicer or, if mutually agreed to by the Master Servicer orand the Special Servicer, in the case of Master Servicer (subject to the Special Servicer’s processing and consent) or (ii) Specially Serviced Mortgage Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each 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 provision, the Special Servicer (or, with respect to non-Specially Serviced Loans, if mutually agreed to by the Master Servicer (and the Special Servicer, the Master Servicer, subject to the Special Servicer’s processing and consent) has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer has made any such determination, 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 and Whole Loans, the Special Servicer shall obtain the written consent of the Special ServicerControlling Class Representative (unless a Control Termination Event has occurred and is continuing), which consent shall be deemed given if not denied within the later of ten (a) 15 Business Days after the Special Servicer's receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) five (510) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative's receipt 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 notice shall recommendation and information may be given by the Special Servicer no later than 10 Business Days after the commencement of the 15 Business Day period described delivered 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 an electronic format reasonably acceptable to 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 and 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 determinationServicer. In addition, neither the Master Servicer nor the Special Servicer may not waive any "“due-on-encumbrance" ” provision unless the Master Servicer or (1) the Special Servicer, as applicable, Servicer shall have received a prior written Rating Agency Confirmation with respect to such action unless or (x2) the related Mortgage Loan (including a Mortgage Loan related to a Whole Loan) (A) represents less than 2% 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 $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 or Whole Loan, as applicable, and the principal balance of the proposed additional lien) and (E) is not one of the 10 largest mortgage loans Mortgage Loans in the Mortgage Pool based on principal balance, 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 although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than 1.2x to 1.0x or (y) the encumbrance relates to the grant of an easement$10,000,000). Further, 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 not waive any "“due-on-sale" ” provision unless either (x) the Master Special Servicer or Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (y) unless the related Mortgage Loan or the (including a Mortgage Loan included in the related Serviced to a 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 balancebalance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). 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 Subordinate Companion Loan Holder or its Companion Loan Holder Representative (if and to the extent required under the applicable Intercreditor Co-Lender Agreement). The Master Special Servicer shall notify the Trustee, the Special ServicerCertificate Administrator, the Master Servicer and, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a Whole Loan, the related Companion Loan Noteholders(s)Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a)(i3.09(a) and shall forward thereto a copy of such agreement. Subject In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the terms Special Servicer shall deliver a Review Package to such Rating Agency in accordance with Section 11.13 of the related 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 groupthis Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Master Special Servicer or the Special Servicer, as applicable, shall use reasonable efforts to collect all costs incurred in connection with any assumption, including 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 rating confirmation from a Rating Agency pursuant to this Section 3.09(b), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such 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 (a)(i). 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 ensure that all costs in connection with any assumption, including any arising from seeking Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor, the Master Servicer assumption or Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any 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). In connection with any request for Rating Agency Confirmation pursuant to this Section 3.09(a)(i), the Master Servicer or Special Servicer, as applicable, shall deliver a Review Package to such Rating Agency. To the extent permitted not prohibited by the applicable Loan Documents and applicable law, the Master Special Servicer or Special Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a)(ia); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.