Common use of Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause Clause in Contracts

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘expressly permits’ shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, the Master Servicer shall review whether to recommend to the Special Servicer to waive the effect of such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing Standard, grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to any such waiver of a due-on-sale clause, such consent of the Special Servicer to be deemed given if not denied within the period contemplated by Section 10.3, and (B) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this sentence and (ii) with respect to any A/B Whole Loan or Loan Pair, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documents. In making its recommendation to the Special Servicer, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘expressly permits’ shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, the Master Servicer shall review whether to recommend to the Special Servicer to waive the effect of such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing Standard, grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to any such waiver of a due-on-sale clause, such consent of the Special Servicer to be deemed given if not denied within the period contemplated by Section 10.3, and (B) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this sentence and (ii) with respect to any A/B Whole Loan or Loan Pair, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documents. In making its recommendation to the Special Servicer, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the related Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘expressly permits’ shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or 254 ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, the Master Servicer shall review whether to recommend to the Special Servicer to waive the effect of such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing Standard, grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the related Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to any such waiver of a due-on-sale clause, such consent of the Special Servicer to be deemed given if not denied within the period contemplated by Section 10.3, and (B) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this sentence and (ii) with respect to any A/B Whole Loan or Loan Pair, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documents. In making its recommendation to the Special Servicer, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Mortgage Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Mortgage Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘`expressly permits’ ' shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, If the Master Servicer shall review whether recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Mortgage Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to Special Servicer, in the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, form attached hereto as Exhibit U) and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Mortgage Loan or B Note and this Agreement, or to and the Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausethe Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the Special Servicer to notify the Master Servicer in writing, within five (5) Business Days following the Master Servicer's delivery of the recommendation described above and the complete Assignment and Assumption Submission to Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given if not denied within the period contemplated by Section 10.3, to constitute a grant of such consent and (BC) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth described in this the preceding sentence and (ii) with respect to any A/B Whole Loan or Loan PairMortgage Loan, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicableNote, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.139.40. The Special Servicer hereby acknowledges the delegation of rights and duties hereunder by the Master Servicer pursuant to the provisions of the Primary Servicing Agreement. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer or the Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Mortgage Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Mortgage Loan documents. In making its recommendation to the Special Servicerrecommendation, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. The Master Servicer shall notify the Trustee, the Paying Agent and the Special Servicer of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Master Servicer shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan executed pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to (as additional special servicing compensation) the other 50% of such fee. Notwithstanding the foregoing, the Special Servicer acknowledges that the Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicer with respect to Post Closing Requests (as defined in the Primary Servicing Agreement) pursuant to Section 8.4 of this Agreement. The Primary Servicing Agreement classifies certain Post Closing Requests as Category 1 Requests and grants the Primary Servicer certain authority to evaluate and process such requests in accordance with this Agreement, the Primary Servicing Agreement and applicable Mortgage Loan documents. With respect to a Category 1 Request that involves a condition, term or provision that requires, or specifies a standard of, consent or approval of the applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing Agreement provides for the determination of materiality of such condition, term or provision requiring approval or consent by the Master Servicer or the Primary Servicer and the referral of such condition, term or provision to a Special Servicer for consent in accordance with the terms of the Primary Servicing Agreement upon a determination of materiality. The Special Servicer acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicer greater authority, discretion or delegated rights over Post Closing Requests than are set forth in the Primary Servicing Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of the Rating Agencies, or any Rating Agency of them, to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the related Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘expressly permits’ shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, the Master Servicer shall review whether to recommend to the Special Servicer to waive the effect of such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written recommendation as to whether such assignment and assumption should be approved or such “due-on-sale sale” clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing Standard, grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the related Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to any such waiver of a “due-on-sale sale” clause, such consent of the Special Servicer to be deemed given if not denied within the period contemplated by Section 10.3, and (B) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such “due-on-sale sale” clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this sentence and (ii) with respect to any A/B Whole Loan or Loan Pair, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documents. In making its recommendation to the Special Servicer, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the related Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘“expressly permits’ ” shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any 252 Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, the Master Servicer shall review whether to recommend to the Special Servicer to waive the effect of such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and (A) subject . Subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing Standard, grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the related Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to any such waiver of a due-on-sale clause, and (x) such consent of the Special Servicer to shall be deemed given if not denied within the period contemplated by Section 10.3, and (By) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this sentence the preceding clause (x) and (ii) with respect to any A/B Whole Loan or Loan Pair, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If 10.13 and (z) if the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution 253 agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documents. In The Master Servicer, in making its recommendation to the Special Servicer, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the related Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘expressly permits’ shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, the Master Servicer shall obtain relevant information for purposes of evaluating such request and, during any Senior Consultation Period, review whether to recommend to the Special Servicer to waive the effect of such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer shall promptly deliver any such request to the Special Servicer, together with any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation and, solely during any Senior Consultation Period, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and (A) subject based. Subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing StandardStandard (and, during any Subordinate Control Period or Collective Consultation Period, while directly processing the request), grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the related Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to any such waiver of a due-on-sale clause. During any Senior Consultation Period, with 252 respect to any such request processed by the Master Servicer, (x) such consent of the Special Servicer to shall be deemed given if not denied within the period contemplated by Section 10.3, and (By) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this sentence the preceding clause (x) and (ii) with respect to any A/B Whole Loan or Loan Pair, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If 10.13 and (z) if the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis. Upon The Special Servicer (during any Subordinate Control Period or Collective Consultation Period, upon deciding to grant consent (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption) or the Master Servicer (during any Senior Consultation Period, upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption, the Master Servicer ) shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided that neither the Special Servicer nor the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, neither the Special Servicer nor the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documents. In The Master Servicer, in making its recommendation to the Special Servicer during any Senior Consultation Period, and the Special Servicer, the Master Servicer during any Subordinate Control Period or Collective Consultation Period, shall evaluate such conformity in accordance with the Servicing Standard. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the related Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘expressly permits’ shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, the Master Servicer shall obtain relevant information for purposes of evaluating such request and, during any Senior Consultation Period, review whether to recommend to the Special Servicer to waive the effect of such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer shall promptly deliver any such request to the Special Servicer, together with any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation and, solely during any Senior Consultation Period, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and (A) subject based. Subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing StandardStandard (and, during any Subordinate Control Period or Collective Consultation Period, while directly processing the request), grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the related Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to any such waiver of a due-on-sale clause. During any Senior Consultation Period, with respect to any such request processed by the Master Servicer, (x) such consent of the Special Servicer to shall be deemed given if not denied within the period contemplated by Section 10.3, and (By) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this sentence the preceding clause (x) and (ii) with respect to any A/B Whole Loan or Loan Pair, the Master Servicer has 260 obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If 10.13 and (z) if the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis. Upon The Special Servicer (during any Subordinate Control Period or Collective Consultation Period, upon deciding to grant consent (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption) or the Master Servicer (during any Senior Consultation Period, upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption, the Master Servicer ) shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided that neither the Special Servicer nor the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, neither the Special Servicer nor the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documents. In The Master Servicer, in making its recommendation to the Special Servicer during any Senior Consultation Period, and the Special Servicer, the Master Servicer during any Subordinate Control Period or Collective Consultation Period, shall evaluate such conformity in accordance with the Servicing Standard. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the related Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘“expressly permits’ ” shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or 251 ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, the Master Servicer shall obtain relevant information for purposes of evaluating such request and review whether to recommend to the Special Servicer to waive the effect of such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer shall promptly deliver any such request to the Special Servicer, together with any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Loan, the holder of the any related B NoteNote and, and if required by the related Intercreditor Agreement, the holder of the any related Serviced Companion Loan) a written recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and (A) subject based. Subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing StandardStandard (and, with respect to any such request that constitutes a Major Decision or Special Servicer Decision, while directly processing such request), grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the related Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to any such waiver of a due-on-sale clause. With respect to any such request processed by the Master Servicer in accordance with Section 8.7(f), (x) such consent of the Special Servicer to shall be deemed given if not denied within the period contemplated by Section 10.3, and (By) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this sentence the preceding clause (x), and (ii) with respect to any A/B Whole Loan or Loan Pair, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If 10.13 and (z) if the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis. Upon The Special Servicer (upon deciding to grant consent (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption) or, with respect to any request that does not constitute a Major Decision or Special Servicer Decision, the Master Servicer (upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption, the Master Servicer ) shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided that neither the Special Servicer nor the Master Servicer shall not enter into any 252 such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or an Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, neither the Special Servicer nor the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documents. In The Master Servicer (in making its recommendation to the Special Servicer, ) and the Master Special Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event a Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer (or, with respect to Mortgage Loans serviced pursuant to a Primary Servicing Agreement, a Primary Servicer, which shall be sent a copy of such request within 5 Business Days of receipt thereof by the Master Servicer) shall obtain relevant information for purposes of evaluating such request and no Special Servicer shall have an obligation to review or consent to such request. For the purpose of the foregoing sentence, the term ‘"expressly permits’ " shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in . With respect to each case without lender discretion. In addition, if any Mortgage Loan that is does not a Specially Serviced Mortgage Loan "expressly permit" an assignment or a Non-Serviced Mortgage Loan contains a provision in assumption, if the nature of a “due-on-sale” clauseMaster Servicer (or, which by its terms (i) provides that if such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or is serviced by a potential or actual breach of such “due-on-sale” clausePrimary Servicer, the Master Servicer shall review whether Primary Servicer) recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment, the Master Servicer shall provide to the Special Servicer and the Operating Adviser (and solely or, with respect to any A/B Whole Loana recommendation by the Primary Servicer, to the Master Servicer, the holder of Special Servicer and the B NoteOperating Adviser, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loansimultaneously) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to the Master Servicer that is reasonably necessary to make a decision with respect Special Servicer, in the form attached hereto as Exhibit U) and all other information related to such recommendation, assignment and assumption in its possession reasonably requested by the Special Servicer and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to and the Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausethe Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the Special Servicer to notify the Master Servicer in writing within ten Business Days following the Master Servicer's or the applicable Primary Servicer's delivery of the recommendation described above and the Assignment and Assumption Submission to the Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given to constitute a grant of such consent; provided, that, if not denied within the Special Servicer reasonably requests additional information from the Master Servicer or Primary Servicer, as applicable, on which to base its decision, the foregoing ten Business Day period contemplated by Section 10.3in which the Special Servicer has to consent to the Assignment and Assumption Submission shall cease to run on the Business Day on which the Special Servicer makes such request and shall resume to run on the Business Day on which the Special Servicer receives such additional information, and (BC) the Master Servicer shall act accordingly and or Primary Servicer shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth described in this sentence and the preceding clause (ii) with respect to any A/B Whole Loan or Loan Pair, B). The Special Servicer hereby acknowledges the delegation by the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, its rights and duties hereunder pursuant to the extent provided for in the related Intercreditor provisions of each Primary Servicing Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the a Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer or any applicable Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysisanalysis within the time frame specified in (B) of the preceding sentence. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the Master Servicer or Primary Servicer, as applicable, shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. In the event that the Master Servicer shall require a Nondisqualification Opinion in order to process a request for a substitution, the Master Servicer shall use its reasonable efforts in accordance with the Servicing Standard to collect the related costs, expenses and fees from the Mortgagor to the extent the related Mortgage Loan documents require the related Mortgagor to pay such amounts. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documentsLoan. In making its recommendation to the Special Servicerrecommendation, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither The Master Servicer shall not condition approval of any request for assumption of a Mortgage Loan on an increase in the interest rate of such Mortgage Loan. The Master Servicer shall notify the Trustee, the Paying Agent, the Special Servicer and the Operating Adviser of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Master Servicer, as applicable, shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan (except that the Master Servicer nor shall be entitled to 100% of such fee in connection with (a) any assignment and assumption or substitution with respect to which the consent of the Special Servicer was not required (and 100% of assumption application fees) or (b) any assignment and assumption or substitution that is "expressly permitted" pursuant to the terms of the related Mortgage Loan), as executed pursuant to this Section 8.7(a) and the Special Servicer shall have be entitled to (as additional special servicing compensation) the other 50% of such assumption fee relating to the non-Specially Serviced Mortgage Loans (except with respect to the Mortgage Loans with respect to which the Special Servicer's consent was not required in connection therewith or with respect to any liabilityassignment and assumption or substitution that is not "expressly permitted" pursuant to the terms of the related Mortgage Loan); provided that any such fees payable to a Master Servicer pursuant to this paragraph shall be divided between the Master Servicer and any related Primary Servicer as set forth in the applicable Primary Servicing Agreement. The Special Servicer acknowledges that the General Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicers of the SunTrust Loans and the MM Loans and with respect to Post-Closing Requests (as defined in the applicable Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreements classify certain Post-Closing Requests as Category 1 Requests (as defined in the Primary Servicing Agreements), and each of them shall be indemnified by grant the Trust for any liability related Primary Servicers certain authority to evaluate and process such requests in accordance with this Agreement, the Mortgagor or applicable Primary Servicing Agreement and the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of timeapplicable Mortgage Loan documents.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘expressly permits’ shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-on- sale” clause, the Master Servicer shall review whether to recommend to the Special Servicer to waive the effect of such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing Standard, grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to any such waiver of a due-on-sale clause, such consent of the Special Servicer to be deemed given if not denied within the period contemplated by Section 10.3, and (B) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this sentence and (ii) with respect to any A/B Whole Loan or Loan Pair, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documents. In making its recommendation to the Special Servicer, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘`expressly permits’ ' shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, If the Master Servicer shall review whether recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment, the Master Servicer shall provide to the Special Servicer (a copy of such recommendation and solely with respect to any A/B Whole Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to Special Servicer, in the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, form attached hereto as Exhibit U) and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to and the Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausethe Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the Special Servicer to notify the Master Servicer in writing, within five (5) Business Days following the Master Servicer's delivery of the recommendation described above and the complete Assignment and Assumption Submission to Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given if not denied within the period contemplated by Section 10.3, to constitute a grant of such consent and (BC) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth described in this sentence the preceding sentence. The Special Servicer hereby acknowledges the delegation of rights and (ii) with respect to any A/B Whole Loan or Loan Pair, duties hereunder by the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the extent provided for in the related Intercreditor provisions of each Primary Servicing Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer and any applicable Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documents. In making its recommendation to the Special Servicerrecommendation, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. The Master Servicer shall notify the Trustee, the Paying Agent and the Special Servicer of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Master Servicer shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan executed pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to (as additional special servicing compensation) the other 50% of such fee. Notwithstanding the foregoing, the Special Servicer acknowledges that the Master Servicer has delegated certain tasks, rights and obligations to Primary Servicers with respect to Post Closing Requests (as defined in the Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. The Primary Servicing Agreements classify certain Post Closing Requests as Category 1 Requests (as defined in the Primary Servicing Agreements), in which Primary Servicer has certain authority to evaluate and process such requests in accordance with this Agreement, the applicable Primary Servicing Agreement and applicable Mortgage Loan documents. With respect to a Category 1 Request that involves a condition, term or provision that requires, or specifies a standard of, consent or approval of the applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing Agreements provide for Master Servicer's determination of materiality of such condition, term or provision requiring approval or consent and the referral of such condition, term or provision to a Special Servicer for consent in accordance with the terms of the Primary Servicing Agreements upon a determination of materiality. Special Servicer acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicers greater authority, discretion or delegated rights over Post Closing Requests than are set forth in the Primary Servicing Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of the Rating Agencies, or any Rating Agency of them, to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the related Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘expressly permits’ shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, the Master Servicer shall review whether to recommend to the Special Servicer to waive the effect of such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing Standard, grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the related Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to any such waiver of a due-on-sale clause, such consent of the Special Servicer to be deemed given if not denied within the period contemplated by Section 10.3, and (B) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this sentence and (ii) with respect to any A/B Whole Loan or Loan Pair, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documents. In making its recommendation to the Special Servicer, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Mortgage Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Mortgage Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘`expressly permits’ ' shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, If the Master Servicer shall review whether recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Mortgage Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to Special Servicer, in the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, form attached hereto as Exhibit U) and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Mortgage Loan or B Note and this Agreement, or to and the Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausethe Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the Special Servicer to notify the Master Servicer in writing, within five (5) Business Days following the Master Servicer's delivery of the recommendation described above and the complete Assignment and Assumption Submission to Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given if not denied within the period contemplated by Section 10.3, to constitute a grant of such consent and (BC) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this the preceding sentence and (ii) with respect to any A/B Whole Loan or Loan PairMortgage Loan, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicableNote, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.139.40. The Special Servicer hereby acknowledges the delegation of rights and duties hereunder by the Master Servicer pursuant to the provisions of the Primary Servicing Agreement. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer or the Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Mortgage Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Mortgage Loan documents. In making its recommendation to the Special Servicerrecommendation, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. The Master Servicer shall notify the Trustee, the Paying Agent and the Special Servicer of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Master Servicer shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan executed pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to (as additional special servicing compensation) the other 50% of such fee. Notwithstanding the foregoing, the Special Servicer acknowledges that the Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicer with respect to Post Closing Requests (as defined in the Primary Servicing Agreement) pursuant to Section 8.4 of this Agreement. The Primary Servicing Agreement classifies certain Post Closing Requests as Category 1 Requests and grants the Primary Servicer certain authority to evaluate and process such requests in accordance with this Agreement, the Primary Servicing Agreement and applicable Mortgage Loan documents. With respect to a Category 1 Request that involves a condition, term or provision that requires, or specifies a standard of, consent or approval of the applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing Agreement provides for the determination of materiality of such condition, term or provision requiring approval or consent by the Master Servicer or the Primary Servicer and the referral of such condition, term or provision to a Special Servicer for consent in accordance with the terms of the Primary Servicing Agreement upon a determination of materiality. The Special Servicer acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicer greater authority, discretion or delegated rights over Post Closing Requests than are set forth in the Primary Servicing Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of the Rating Agencies, or any Rating Agency of them, to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer (or, if applicable, a Primary Servicer) shall obtain relevant information for purposes of evaluating such request and no Special Servicer shall have an obligation to review or consent to such request. For the purpose of the foregoing sentence, the term ‘"expressly permits’ " shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in . With respect to each case without lender discretion. In addition, if any Mortgage Loan that is does not a Specially Serviced Mortgage Loan "expressly permit" an assignment or a Non-Serviced Mortgage Loan contains a provision in assumption, if the nature of a “due-on-sale” clauseMaster Servicer (or, which by its terms (i) provides that if such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or is serviced by a potential or actual breach of such “due-on-sale” clausePrimary Servicer, the Master Servicer shall review whether Primary Servicer) recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment, the Master Servicer shall provide to the Special Servicer and the Operating Adviser (and solely or, with respect to any A/B Whole Loana recommendation by the Primary Servicer, to the Master Servicer, the holder of Special Servicer and the B NoteOperating Adviser, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loansimultaneously) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based (the "Assignment and any Assumption Submission") and all other information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect related to such recommendation, assignment and assumption in its possession reasonably requested by the Special Servicer and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to and the Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausethe Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the Special Servicer to notify the Master Servicer in writing within ten Business Days following the Master Servicer's or the applicable Primary Servicer's delivery of the recommendation described above and the Assignment and Assumption Submission to the Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given to constitute a grant of such consent; provided, that, if not denied within the Special Servicer reasonably requests additional information from the Master Servicer or Primary Servicer, as applicable, on which to base its decision, the foregoing ten Business Day period contemplated by Section 10.3in which the Special Servicer has to consent to the Assignment and Assumption Submission shall cease to run on the Business Day on which the Special Servicer makes such request and shall resume to run on the Business Day on which the Special Servicer receives such additional information, and (BC) the Master Servicer shall act accordingly and or Primary Servicer shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth described in this sentence the preceding clause (B). The Special Servicer hereby acknowledges the delegation of rights and (ii) with respect to any A/B Whole Loan or Loan Pair, duties hereunder by the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the extent provided for in the related Intercreditor provisions of each Primary Servicing Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer or any applicable Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysisanalysis within the time frame specified in (B) of the preceding sentence. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the Master Servicer or Primary Servicer, as applicable, shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. In the event that the Master Servicer shall require a Nondisqualification Opinion in order to process a request for a substitution, the Master Servicer shall use its reasonable efforts in accordance with the Servicing Standard to collect the related costs, expenses and fees from the Mortgagor to the extent the related Mortgage Loan documents require the related Mortgagor to pay such amounts. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documentsLoan. In making its recommendation to the Special Servicerrecommendation, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither The Master Servicer shall not condition approval of any request for assumption of a Mortgage Loan on an increase in the interest rate of such Mortgage Loan. The Master Servicer shall notify the Trustee, the Paying Agent, the Special Servicer and the Operating Adviser of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Master Servicer, as applicable, shall be entitled to (as additional servicing compensation) [50%] of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan (except that the Master Servicer nor shall be entitled to [100%] of such fee in connection with (a) any assignment and assumption or substitution with respect to which the consent of the Special Servicer was not required or (b) any assignment and assumption or substitution that is "expressly permitted" pursuant to the terms of the related Mortgage Loan), as executed pursuant to this Section 8.7(a) and the Special Servicer shall have be entitled to (as additional special servicing compensation) the other [50%] of such fee relating to the non-Specially Serviced Mortgage Loans (except with respect to the Mortgage Loans with respect to which the Special Servicer's consent was not required in connection therewith or with respect to any liability, assignment and each assumption or substitution that is not "expressly permitted" pursuant to the terms of them the related Mortgage Loan); provided that any such fees payable to the Master Servicer pursuant to this paragraph shall be indemnified by divided between the Trust for Master Servicer and any liability to related Primary Servicer as set forth in the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of timeapplicable Primary Servicing Agreement.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Mortgage Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Mortgage Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such requestrequest and the Special Servicer shall have the right to review such information and consent to such request in accordance with this Section 8.7(a). For the purpose of the foregoing sentence, the term ‘'expressly permits’ ' shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, If the Master Servicer shall review whether recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Mortgage Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to the Master Servicer that is reasonably necessary to make a decision with respect to such recommendationSpecial Servicer, in the form attached hereto as Exhibit U) and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Mortgage Loan or B Note and this Agreement, or to and the Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausethe Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the Special Servicer to notify the Master Servicer in writing, within ten (10) Business Days following the Master Servicer's delivery of the recommendation set forth above and the complete Assignment and Assumption Submission to the Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given if not denied within the period contemplated by Section 10.3, 194 to constitute a grant of such consent and (BC) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this sentence the preceding clause (B) and (ii) with respect to any A/B Whole Loan or Loan PairMortgage Loan, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicableNote, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.139.40. The Special Servicer hereby acknowledges the delegation of rights and duties hereunder by the Master Servicer pursuant to the provisions of the Primary Servicing Agreements. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer or the applicable Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Mortgage Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Mortgage Loan documents. In making its recommendation to the Special Servicerrecommendation, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. The Master Servicer shall notify the Trustee, the Paying Agent and the Special Servicer of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Master Servicer shall be entitled to (as additional servicing compensation) 100% of any assumption application fees and 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan executed pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to (as additional special servicing compensation) the other 50% of such fee relating to the non-Specially Serviced Mortgage Loans (except with respect to the Mortgage Loans with respect to which such Special Servicer's consent was not required in connection therewith or with respect to any assignment and assumption or substitution that is "expressly permitted" pursuant to the terms of the related Mortgage Loan in which instances the Master Servicer shall be entitled to 100% of the fees in connection therewith); provided that the Master Servicer shall obtain the Special Servicer's consent in connection with any substitution of collateral for or in respect of a non-Specially Serviced Mortgage Loan; provided, further, that any such fees payable to a Master Servicer pursuant to this paragraph shall be divided between such Master Servicer and any related Primary Servicer as set forth in the applicable Primary Servicing Agreement. Notwithstanding the foregoing, the Special Servicer acknowledges that the Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicer with respect to Post Closing Requests (as defined in the Primary Servicing Agreement) pursuant to Section 8.4 of this Agreement. The Primary Servicing Agreement classifies certain Post Closing 195 Requests as Category 1 Requests and grants the Primary Servicer certain authority to evaluate and process such requests in accordance with this Agreement, the Primary Servicing Agreement and applicable Mortgage Loan documents. With respect to a Category 1 Request that involves a condition, term or provision that requires, or specifies a standard of, consent or approval of the applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing Agreement provides for the determination of materiality of such condition, term or provision requiring approval or consent by the Master Servicer or the Primary Servicer and the referral of such condition, term or provision to a Special Servicer for consent in accordance with the terms of the Primary Servicing Agreement upon a determination of materiality. The Special Servicer acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicer greater authority, discretion or delegated rights over Post Closing Requests than are set forth in the Primary Servicing Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of the Rating Agencies, or any Rating Agency of them, to respond to such request in a reasonable period of time. In addition, the Special Servicer acknowledges that the Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicer with respect to enforcement of due on sale clauses, assumption agreements and due on encumbrance clauses pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreement grants the Primary Servicer certain authority to evaluate and process certain requests with respect thereto in accordance with this Agreement or the Primary Servicing Agreement and the applicable Mortgage Loan documents; provided however, that no such authority to evaluate and process certain requests shall be in contravention of the immediately preceding paragraph. Such Primary Servicer is not required to obtain the consent of the Master Servicer or the Special Servicer with respect to requests for transfers that are expressly permitted pursuant to the applicable Mortgage Loan documents. With respect to other requests specified in the Primary Servicing Agreement that require the approval of the Special Servicer and subject to the terms and provisions of the Primary Servicing Agreement, the Primary Servicer may forward its recommendation directly to the Special Servicer (with a copy to the Master Servicer) or it may forward its recommendation with respect to such request to the Master Servicer, in which case the Master Servicer shall use reasonable efforts to forward such recommendation to the Special Servicer within five (5) Business Days of the Master Servicer's receipt thereof. In either case, after such delivery to Special Servicer, the Special Servicer shall inform the Master Servicer and the Primary Servicer of its decision on or prior to the date on which the Special Servicer's time to respond has lapsed, which shall be within five (5) Business Days after the Special Servicer's receipt of the Primary Servicer's recommendation (together with any documents necessary to evaluate such request as expressly required to be delivered to the Special Servicer pursuant to the terms of this Agreement or the Primary Servicing Agreement, as applicable).

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced the RSA Companion Loan or any B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced RSA Companion Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘`expressly permits’ ' shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, If the Master Servicer shall review whether recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Mortgage Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to Special Servicer, in the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, form attached hereto as Exhibit U) and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced the RSA Companion Loan or a B Note and this Agreement, or to and the Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausethe Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the Special Servicer to notify the Master Servicer in writing, within five (5) Business Days (or within ten (10) Business Days to the extent permitted in Section 9.40 of this Agreement) following the Master Servicer's delivery of the recommendation described above and the complete Assignment and Assumption Submission to Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given if not denied within the period contemplated by Section 10.3, to constitute a grant of such consent and (BC) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth described in this the preceding sentence and (ii) with respect to any A/B Whole Loan or Loan PairMortgage Loan, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicableNote, to the extent provided for in the related Intercreditor Agreementrequired by, and in accordance with any the procedures therefor set forth in in, Section 10.139.40. The Special Servicer hereby acknowledges the delegation of rights and duties hereunder by the Master Servicer pursuant to the provisions of the Primary Servicing Agreement. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer or any applicable Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor Mortgagor, the RSA Companion Loan or a B Note from liability under the related Mortgage Loan, Serviced the RSA Companion Loan or a B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicableLoan, B Note or Serviced the RSA Companion Loan documents. In making its recommendation to the Special Servicerrecommendation, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. The Master Servicer shall notify the Trustee, the Paying Agent and the Special Servicer of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Master Servicer shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan executed pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to (as additional special servicing compensation) the other 50% of such fee. Notwithstanding the foregoing, the Special Servicer acknowledges that the Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicer with respect to Post Closing Requests (as defined in the Primary Servicing Agreement) pursuant to Section 8.4 of this Agreement. The Primary Servicing Agreement classifies certain Post Closing Requests as Category 1 Requests (as defined in the Primary Servicing Agreement), in which the Primary Servicer has certain authority to evaluate and process such requests in accordance with this Agreement, the applicable Primary Servicing Agreement and applicable Mortgage Loan documents. With respect to a Category 1 Request that involves a condition, term or provision that requires, or specifies a standard of, consent or approval of the applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing Agreement provides for the Master Servicer's determination of materiality of such condition, term or provision requiring approval or consent and the referral of such condition, term or provision to a Special Servicer for consent in accordance with the terms of the Primary Servicing Agreement upon a determination of materiality. The Special Servicer acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicer greater authority, discretion or delegated rights over Post Closing Requests than are set forth in the Primary Servicing Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of the Rating Agencies, or any Rating Agency of them, to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Mortgage Loan or B Note (other than a Specially Serviced Mortgage Loan or a and other than Non-Serviced Mortgage LoanLoans) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Mortgage Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘`expressly permits’ ' shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, If the Master Servicer shall review whether recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Mortgage Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to Special Servicer, in the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, form attached hereto as Exhibit U) and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Mortgage Loan or B Note and this Agreement, or to and the Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausethe Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the Special Servicer to notify the Master Servicer in writing, within five (5) Business Days following the Master Servicer's delivery of the recommendation described above and the complete Assignment and Assumption Submission to Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given if not denied within the period contemplated by Section 10.3, to constitute a grant of such consent and (BC) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth described in this the preceding sentence and (ii) with respect to any A/B Whole Loan or Loan PairMortgage Loan, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicableNote, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.139.40. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Mortgage Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Mortgage Loan documents. In making its recommendation to the Special Servicerrecommendation, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. The Master Servicer shall notify the Trustee and the Special Servicer of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Master Servicer shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan executed pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to (as additional special servicing compensation) the other 50% of such fee. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of the Rating Agencies, or any Rating Agency of them, to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer (or, if applicable, a Primary Servicer) shall obtain relevant information for purposes of evaluating such request and no Special Servicer shall have an obligation to review or consent to such request. For the purpose of the foregoing sentence, the term ‘“expressly permits’ ” shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in . With respect to each case without lender discretion. In addition, if any Mortgage Loan that is does not a Specially Serviced Mortgage Loan “expressly permit” an assignment or a Non-Serviced Mortgage Loan contains a provision in assumption, if the nature of a “due-on-sale” clauseMaster Servicer (or, which by its terms (i) provides that if such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or is serviced by a potential or actual breach of such “due-on-sale” clausePrimary Servicer, the Master Servicer shall review whether Primary Servicer) recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment, the Master Servicer shall provide to the Special Servicer and the Operating Adviser (and solely or, with respect to any A/B Whole Loana recommendation by the Primary Servicer, to the Master Servicer, the holder of Special Servicer and the B NoteOperating Adviser, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loansimultaneously) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based (the “Assignment and any Assumption Submission”) and all other information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect related to such recommendation, assignment and assumption in its possession reasonably requested by the Special Servicer and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to and the Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausethe Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the Special Servicer to notify the Master Servicer in writing within ten Business Days following the Master Servicer’s or the applicable Primary Servicer’s delivery of the recommendation described above and the Assignment and Assumption Submission to the Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given to constitute a grant of such consent; provided, that, if not denied within the Special Servicer reasonably requests additional information from the Master Servicer or Primary Servicer, as applicable, on which to base its decision, the foregoing ten Business Day period contemplated by Section 10.3in which the Special Servicer has to consent to the Assignment and Assumption Submission shall cease to run on the Business Day on which the Special Servicer makes such request and shall resume to run on the Business Day on which the Special Servicer receives such additional information, and (BC) the Master Servicer shall act accordingly and or Primary Servicer shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth described in this sentence the preceding clause (B). The Special Servicer hereby acknowledges the delegation of rights and (ii) with respect to any A/B Whole Loan or Loan Pair, duties hereunder by the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the extent provided for in the related Intercreditor provisions of each Primary Servicing Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer or any applicable Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysisanalysis within the time frame specified in (B) of the preceding sentence. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the Master Servicer or Primary Servicer, as applicable, shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. In the event that the Master Servicer shall require a Nondisqualification Opinion in order to process a request for a substitution, the Master Servicer shall use its reasonable efforts in accordance with the Servicing Standard to collect the related costs, expenses and fees from the Mortgagor to the extent the related Mortgage Loan documents require the related Mortgagor to pay such amounts. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documentsLoan. In making its recommendation to the Special Servicerrecommendation, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither The Master Servicer shall not condition approval of any request for assumption of a Mortgage Loan on an increase in the interest rate of such Mortgage Loan. The Master Servicer shall notify the Trustee, the Paying Agent, the Special Servicer and the Operating Adviser of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Master Servicer, as applicable, shall be entitled to (as additional servicing compensation) [50%] of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan (except that the Master Servicer nor shall be entitled to [100%] of such fee in connection with (a) any assignment and assumption or substitution with respect to which the consent of the Special Servicer was not required or (b) any assignment and assumption or substitution that is “expressly permitted” pursuant to the terms of the related Mortgage Loan), as executed pursuant to this Section 8.7(a) and the Special Servicer shall have be entitled to (as additional special servicing compensation) the other [50%] of such fee relating to the non-Specially Serviced Mortgage Loans (except with respect to the Mortgage Loans with respect to which the Special Servicer’s consent was not required in connection therewith or with respect to any liability, assignment and each assumption or substitution that is not “expressly permitted” pursuant to the terms of them the related Mortgage Loan); provided that any such fees payable to the Master Servicer pursuant to this paragraph shall be indemnified by divided between the Trust for Master Servicer and any liability to related Primary Servicer as set forth in the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of timeapplicable Primary Servicing Agreement.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Mortgage Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Mortgage Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘`expressly permits’ ' shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, If the Master Servicer shall review whether to recommend to the Special Servicer to waive the effect of recommends that such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment be approved, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Mortgage Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to Special Servicer, in the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, form attached hereto as Exhibit U) and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Mortgage Loan or B Note and this Agreement, or to and the Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausethe Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the Special Servicer to notify the Master Servicer in writing, within five (5) Business Days following the Master Servicer's delivery of the recommendation described above and the complete Assignment and Assumption Submission to Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given if not denied within the period contemplated by Section 10.3, to constitute a grant of such consent and (BC) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this the preceding sentence and (ii) with respect to any A/B Whole Loan or Loan PairMortgage Loan, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicableNote, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.139.40. The Special Servicer hereby acknowledges the delegation of rights and duties hereunder by the Master Servicer pursuant to the provisions of the Primary Servicing Agreement. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer or the Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Mortgage Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Mortgage Loan documents. In making its recommendation to the Special Servicerrecommendation, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. The Master Servicer shall notify the Trustee, the Paying Agent and the Special Servicer of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Master Servicer shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan executed pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to (as additional special servicing compensation) the other 50% of such fee. Notwithstanding the foregoing, the Special Servicer acknowledges that the Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicer with respect to Post Closing Requests (as defined in the Primary Servicing Agreement) pursuant to Section 8.4 of this Agreement. The Primary Servicing Agreement classifies certain Post Closing Requests as Category 1 Requests and grants the Primary Servicer certain authority to evaluate and process such requests in accordance with this Agreement, the Primary Servicing Agreement and applicable Mortgage Loan documents. With respect to a Category 1 Request that involves a condition, term or provision that requires, or specifies a standard of, consent or approval of the applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing Agreement provides for the determination of materiality of such condition, term or provision requiring approval or consent by the Master Servicer or the Primary Servicer and the referral of such condition, term or provision to a Special Servicer for consent in accordance with the terms of the Primary Servicing Agreement upon a determination of materiality. The Special Servicer acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicer greater authority, discretion or delegated rights over Post Closing Requests than are set forth in the Primary Servicing Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of the Rating Agencies, or any Rating Agency of them, to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event a Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the such Master Servicer (or, if applicable, a Primary Servicer) shall obtain relevant information for purposes of evaluating such request and no Special Servicer shall have an obligation to review or consent to such request. For the purpose of the foregoing sentence, the term ‘"expressly permits’ " shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in . With respect to each case without lender discretion. In addition, if any Mortgage Loan that is does not a Specially Serviced Mortgage Loan "expressly permit" an assignment or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clauseassumption, which by its terms if such Master Servicer (i) provides that or, if such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or is serviced by a potential or actual breach of such “due-on-sale” clausePrimary Servicer, the Master Servicer shall review whether Primary Servicer) recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment, the Master Servicer shall provide to the applicable Special Servicer and the Operating Adviser (and solely or, with respect to any A/B Whole Loana recommendation by the Primary Servicer, to the applicable Master Servicer, the holder of Special Servicer and the B NoteOperating Adviser, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loansimultaneously) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to the Master Servicer that is reasonably necessary to make a decision with respect applicable Special Servicer, in the form attached hereto as Exhibit U) and all other information related to such recommendation, assignment and assumption in its possession reasonably requested by the Special Servicer and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the applicable Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to and such Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausesuch Special Servicer shall be in accordance with the Servicing Standard, (B) failure of the applicable Special Servicer to notify the Master Servicer in writing within ten Business Days following such consent Master Servicer's or the applicable Primary Servicer's delivery of the recommendation described above and the Assignment and Assumption Submission to the Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given to constitute a grant of such consent; provided, that, if not denied within the applicable Special Servicer reasonably requests additional information from the Master Servicer or Primary Servicer, as applicable, on which to base its decision, the foregoing ten Business Day period contemplated by Section 10.3in which the Special Servicer has to consent to the Assignment and Assumption Submission shall cease to run on the Business Day on which the Special Servicer makes such request and shall resume to run on the Business Day on which the Special Servicer receives such additional information, and (BC) the Master Servicer shall act accordingly and or Primary Servicer shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the applicable Special Servicer or such consent has been deemed to have been granted as set forth described in this sentence the preceding clause (B). The Special Servicers hereby acknowledge the delegation of rights and (ii) with respect to any A/B Whole Loan or Loan Pair, duties hereunder by the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, Servicers pursuant to the extent provided for in the related Intercreditor provisions of each Primary Servicing Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the a Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the applicable Master Servicer or any applicable Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysisanalysis within the time frame specified in (B) of the preceding sentence. Upon consent or deemed consent by the such Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the applicable Master Servicer or Primary Servicer, as applicable, shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the applicable Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. In the event that the applicable Master Servicer shall require a Nondisqualification Opinion in order to process a request for a substitution, such Master Servicer shall use its reasonable efforts in accordance with the Servicing Standard to collect the related costs, expenses and fees from the Mortgagor to the extent the related Mortgage Loan documents require the related Mortgagor to pay such amounts. To the extent permitted by applicable law, the Master Servicer Servicers shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documentsLoan. In making its recommendation to the Special Servicerrecommendation, the Master Servicer Servicers shall evaluate such conformity in accordance with the Servicing Standard. Neither The Master Servicers shall not condition approval of any request for assumption of a Mortgage Loan on an increase in the interest rate of such Mortgage Loan. Each Master Servicer nor shall notify the Trustee, the Paying Agent, the applicable Special Servicer and the Operating Adviser of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). Each Master Servicer, as applicable, shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan (except that such Master Servicer shall be entitled to 100% of such fee in connection with (a) any assignment and assumption or substitution with respect to which the consent of the Special Servicer shall have was not required or (b) any liabilityassignment and assumption or substitution that is "expressly permitted" pursuant to the terms of the related Mortgage Loan), as executed pursuant to this Section 8.7(a) and each of them the applicable Special Servicer shall be indemnified by entitled to (as additional special servicing compensation) the Trust for any liability other 50% of such fee relating to the Mortgagor non-Specially Serviced Mortgage Loans (except with respect to the Mortgage Loans with respect to which such Special Servicer's consent was not required in connection therewith or with respect to any assignment and assumption or substitution that is not "expressly permitted" pursuant to the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result terms of the failure of related Mortgage Loan); provided that any Rating Agency such fees payable to respond a Master Servicer pursuant to this paragraph shall be divided between such request Master Servicer and any related Primary Servicer as set forth in a reasonable period of timethe applicable Primary Servicing Agreement.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event a Master Servicer (or, with respect to Mortgage Loans serviced pursuant to a Primary Servicing Agreement, a Primary Servicer) receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer (or, if applicable, the related Primary Servicer, who shall send a copy of such request to the applicable Master Servicer within 5 Business Days of receipt thereof by such Primary Servicer) shall obtain relevant information for purposes of evaluating such request and the applicable Special Servicer shall not have an obligation to review or consent to such request. For the purpose of the foregoing sentence, the term ‘"expressly permits’ " shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in . With respect to each case without lender discretion. In addition, if any Mortgage Loan that is does not a Specially Serviced Mortgage Loan "expressly permit" an assignment or a Non-Serviced Mortgage Loan contains a provision in assumption, if the nature of a “due-on-sale” clauseapplicable Master Servicer (or, which by its terms (i) provides that if such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or is serviced by a potential or actual breach of such “due-on-sale” clausePrimary Servicer, the Master Servicer shall review whether Primary Servicer) recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoingassignment, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the such Master Servicer shall provide to the applicable Special Servicer (and solely which shall forward the same to the Operating Adviser) (or, with respect to any A/B Whole Loan, the holder of the B Note, and if required a recommendation by the related Intercreditor AgreementPrimary Servicer, to the holder of applicable Master Servicer and the Serviced Companion Loanapplicable Special Servicer (which shall forward to and coordinate with the Operating Adviser), simultaneously) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to the Master Servicer that is reasonably necessary to make a decision with respect applicable Special Servicer, in the form attached hereto as Exhibit U) and all other information related to such recommendation, assignment and assumption in its possession reasonably requested by the applicable Special Servicer and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the applicable Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to and such Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausesuch Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the applicable Special Servicer to notify the applicable Master Servicer in writing within five Business Days following such Master Servicer's or the applicable Primary Servicer's delivery of the recommendation described above and the Assignment and Assumption Submission to such Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given to constitute a decision to grant or withhold such consent in accordance with the recommendation of such Master Servicer; provided, that, if not denied within the applicable Special Servicer reasonably requests additional information from the Master Servicer or Primary Servicer, as applicable, on which to base its decision, the foregoing five Business Day period contemplated by Section 10.3in which such Special Servicer has to consent to the Assignment and Assumption Submission shall cease to run on the Business Day on which such Special Servicer makes such request and shall continue to run (without starting over) on the Business Day on which such Special Servicer receives such additional information, and (BC) the applicable Master Servicer shall act accordingly and or Primary Servicer shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the applicable Special Servicer (which shall be deemed to include the consent of the applicable Operating Advisor) or such consent has been deemed to have been granted as set forth described in this sentence and the preceding clause (ii) with respect to any A/B Whole Loan or Loan Pair, B). Each Special Servicer hereby acknowledges the delegation by the applicable Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, its rights and duties hereunder pursuant to the extent provided for in the related Intercreditor provisions of each Primary Servicing Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the a Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the applicable Master Servicer or any applicable Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysisanalysis within the time frame specified in (B) of the preceding sentence. Upon consent or deemed consent by the applicable Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the applicable Master Servicer or Primary Servicer, as applicable, shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the such Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. In the event that the applicable Master Servicer shall require a Nondisqualification Opinion in order to process a request for a substitution, such Master Servicer shall use its reasonable efforts in accordance with the Servicing Standard to collect the related costs, expenses and fees from the Mortgagor to the extent the related Mortgage Loan documents require the related Mortgagor to pay such amounts. To the extent permitted by applicable law, the a Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documentsLoan. In making its recommendation to the Special Servicerrecommendation, the each Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither A Master Servicer shall not condition approval of any request for assumption of a Mortgage Loan on an increase in the interest rate of such Mortgage Loan. The applicable Master Servicer shall notify the Trustee, the Paying Agent (it being understood that such notice to the Paying Agent is deemed sent by receipt of the related monthly CMSA Reports, with no separate notice required for the Paying Agent) and the applicable Special Servicer (which shall, in turn, notify the Operating Adviser) of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The applicable Master Servicer shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan (except that the Master Servicer nor shall be entitled to 100% of such fee in connection with (a) any assignment and assumption or substitution with respect to which the consent of the applicable Special Servicer was not required (and 100% of assumption application fees) or (b) any assignment and assumption or substitution that is "expressly permitted" pursuant to the terms of the related Mortgage Loan), as executed pursuant to this Section 8.7(a) and the applicable Special Servicer shall have be entitled to (as additional special servicing compensation) the other 50% of such assumption fee relating to the non-Specially Serviced Mortgage Loans (except with respect to the Mortgage Loans with respect to which such Special Servicer's consent was not required in connection therewith or with respect to any liabilityassignment and assumption or substitution that is not "expressly permitted" pursuant to the terms of the related Mortgage Loan); provided that any such fees payable to a Master Servicer pursuant to this paragraph shall be divided between the Master Servicer and any related Primary Servicer as set forth in the applicable Primary Servicing Agreement. The applicable Special Servicer acknowledges that the Capmark Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicer of the PCFII Loans and with respect to Post-Closing Requests (as defined in the applicable Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreement classifies certain Post-Closing Requests as Category 1 Requests (as defined in the Primary Servicing Agreement), and each grant the Primary Servicer certain authority to evaluate and process such requests in accordance with this Agreement, the Primary Servicing Agreement and the applicable Mortgage Loan documents. With respect to a Category 1 Request that involves a condition, term or provision that requires, or specifies a standard of, consent or approval of them the applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing Agreement for the PCFII Loans provide for the Capmark Master Servicer's (or, with respect to the PCFII Loans, the Primary Servicer's) determination of materiality of such condition, term or provision requiring approval or consent and the referral of such condition, term or provision to the applicable Special Servicer for consent in accordance with the terms of the Primary Servicing Agreements upon a determination of materiality. The applicable Special Servicer hereby acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicer for the PCFII Loans greater authority, discretion or delegated rights over Post-Closing Requests than are set forth in the Primary Servicing Agreement. In addition, the applicable Special Servicer acknowledges that the Capmark Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicer of the PCFII Loans with respect to enforcement of due-on-sale clauses, assumption agreements and due-on-encumbrance clauses pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreement grants the Primary Servicer certain authority to evaluate and process certain requests with respect thereto in accordance with this Agreement or the Primary Servicing Agreement and the applicable Mortgage Loan documents; provided, however, that such evaluation or processing shall be indemnified by conducted in accordance with the Trust for any liability Primary Servicing Agreement and nothing in this Agreement shall give the Primary Servicer greater authority, discretion or delegated rights over Post-Closing Requests than set forth in the Primary Servicing Agreement, such authority to evaluate and process certain requests shall be in contravention of the Mortgagor or immediately preceding paragraph. Such Primary Servicer is not required to obtain the proposed assignee, for any delay in responding consent of the Capmark Master Servicer with respect to requests for assumption, if transfers that are expressly permitted pursuant to the same shall occur as applicable Mortgage Loan documents. With respect to other requests specified in the related Primary Servicing Agreement that require the approval of a result Special Servicer and subject to the terms and provisions of the failure of any Rating Agency Primary Servicing Agreement, the Primary Servicer may forward its recommendation directly to respond the applicable Special Servicer (with a copy to the Capmark Master Servicer) or it may forward its recommendation with respect to such request to the Capmark Master Servicer. The Capmark Master Servicer shall use commercially reasonable efforts to forward such recommendation to the applicable Special Servicer within five (5) Business Days of receipt thereof (but in a reasonable period no event more than 10 days of timereceipt thereof) after which such Special Servicer shall inform the Capmark Master Servicer and the applicable Primary Servicer of its decision on or prior to the date on which such Special Servicer's time to respond has lapsed as set forth in the Primary Servicing Agreement.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event a Master Servicer (or, with respect to Mortgage Loans serviced pursuant to a Primary Servicing Agreement, a Primary Servicer) receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or B Note by, another Person, then the Master Servicer (or, if applicable, the related Primary Servicer, who shall send a copy of such request to the applicable Master Servicer within 5 Business Days of receipt thereof by such Primary Servicer) shall obtain relevant information for purposes of evaluating such request and the applicable Special Servicer shall not have an obligation to review or consent to such request. For the purpose of the foregoing sentence, the term ‘"expressly permits’ " shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in . With respect to each case without lender discretion. In addition, if any Mortgage Loan that is does not a Specially Serviced Mortgage Loan "expressly permit" an assignment or a Non-Serviced Mortgage Loan contains a provision in assumption, if the nature of a “due-on-sale” clauseapplicable Master Servicer (or, which by its terms (i) provides that if such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or is serviced by a potential or actual breach of such “due-on-sale” clausePrimary Servicer, the Master Servicer shall review whether Primary Servicer) recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoingassignment, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the such Master Servicer shall provide to the applicable Special Servicer (and solely which shall forward the same to the Operating Adviser) (or, with respect to any A/B Whole Loan, the holder of the B Note, and if required a recommendation by the related Intercreditor AgreementPrimary Servicer, to the holder of applicable Master Servicer and the Serviced Companion Loanapplicable Special Servicer (which shall forward to and coordinate with the Operating Adviser), simultaneously) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to the Master Servicer that is reasonably necessary to make a decision with respect applicable Special Servicer, in the form attached hereto as Exhibit U) and all other information related to such recommendation, assignment and assumption in its possession reasonably requested by the applicable Special Servicer and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the applicable Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to and such Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausesuch Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the applicable Special Servicer to notify the applicable Master Servicer in writing within five Business Days following such Master Servicer's or the applicable Primary Servicer's delivery of the recommendation described above and the Assignment and Assumption Submission to such Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given to constitute a grant of such consent; provided, that, if not denied within the applicable Special Servicer reasonably requests additional information from the Master Servicer or Primary Servicer, as applicable, on which to base its decision, the foregoing five Business Day period contemplated by Section 10.3in which such Special Servicer has to consent to the Assignment and Assumption Submission shall cease to run on the Business Day on which such Special Servicer makes such request and shall continue to run (without starting over) on the Business Day on which such Special Servicer receives such additional information, and (BC) the applicable Master Servicer shall act accordingly and or Primary Servicer shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the applicable Special Servicer (which shall be deemed to include the consent of the applicable Operating Advisor) or such consent has been deemed to have been granted as set forth described in this sentence and the preceding clause (ii) with respect to any A/B Whole Loan or Loan Pair, B). Each Special Servicer hereby acknowledges the delegation by the applicable Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, its rights and duties hereunder pursuant to the extent provided for in the related Intercreditor provisions of each Primary Servicing Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the a Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the applicable Master Servicer or any applicable Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysisanalysis within the time frame specified in (B) of the preceding sentence. Upon consent or deemed consent by the applicable Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the applicable Master Servicer or Primary Servicer, as applicable, shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the such Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. In the event that the applicable Master Servicer shall require a Nondisqualification Opinion in order to process a request for a substitution, such Master Servicer shall use its reasonable efforts in accordance with the Servicing Standard to collect the related costs, expenses and fees from the Mortgagor to the extent the related Mortgage Loan documents require the related Mortgagor to pay such amounts. To the extent permitted by applicable law, the a Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documentsLoan. In making its recommendation to the Special Servicerrecommendation, the each Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither A Master Servicer shall not condition approval of any request for assumption of a Mortgage Loan on an increase in the interest rate of such Mortgage Loan. The applicable Master Servicer shall notify the Trustee, the Paying Agent (it being understood that such notice to the Paying Agent is deemed sent by receipt of the related monthly CMSA Reports, with no separate notice required for the Paying Agent) and the applicable Special Servicer (which shall, in turn, notify the Operating Adviser) of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The applicable Master Servicer shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan (except that the Master Servicer nor shall be entitled to 100% of such fee in connection with (a) any assignment and assumption or substitution with respect to which the consent of the applicable Special Servicer was not required (and 100% of assumption application fees) or (b) any assignment and assumption or substitution that is "expressly permitted" pursuant to the terms of the related Mortgage Loan), as executed pursuant to this Section 8.7(a) and the applicable Special Servicer shall have be entitled to (as additional special servicing compensation) the other 50% of such assumption fee relating to the non-Specially Serviced Mortgage Loans (except with respect to the Mortgage Loans with respect to which such Special Servicer's consent was not required in connection therewith or with respect to any liabilityassignment and assumption or substitution that is not "expressly permitted" pursuant to the terms of the related Mortgage Loan); provided that any such fees payable to a Master Servicer pursuant to this paragraph shall be divided between the Master Servicer and any related Primary Servicer as set forth in the applicable Primary Servicing Agreement. The applicable Special Servicer acknowledges that the Capmark Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicer of the PCFII Loans and with respect to Post-Closing Requests (as defined in the applicable Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreement classifies certain Post-Closing Requests as Category 1 Requests (as defined in the Primary Servicing Agreement), and each grant the Primary Servicer certain authority to evaluate and process such requests in accordance with this Agreement, the Primary Servicing Agreement and the applicable Mortgage Loan documents. With respect to a Category 1 Request that involves a condition, term or provision that requires, or specifies a standard of, consent or approval of them the applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing Agreement for the PCFII Loans provide for the Capmark Master Servicer's (or, with respect to the PCFII Loans, the Primary Servicer's) determination of materiality of such condition, term or provision requiring approval or consent and the referral of such condition, term or provision to the applicable Special Servicer for consent in accordance with the terms of the Primary Servicing Agreements upon a determination of materiality. The applicable Special Servicer hereby acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicer for the PCFII Loans greater authority, discretion or delegated rights over Post-Closing Requests than are set forth in the Primary Servicing Agreement. In addition, the applicable Special Servicer acknowledges that the Capmark Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicer of the PCFII Loans with respect to enforcement of due-on-sale clauses, assumption agreements and due-on-encumbrance clauses pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreement grants the Primary Servicer certain authority to evaluate and process certain requests with respect thereto in accordance with this Agreement or the Primary Servicing Agreement and the applicable Mortgage Loan documents; provided, however, that such evaluation or processing shall be indemnified by conducted in accordance with the Trust for any liability Primary Servicing Agreement and nothing in this Agreement shall give the Primary Servicer greater authority, discretion or delegated rights over Post-Closing Requests than set forth in the Primary Servicing Agreement, such authority to evaluate and process certain requests shall be in contravention of the Mortgagor or immediately preceding paragraph. Such Primary Servicer is not required to obtain the proposed assignee, for any delay in responding consent of the Capmark Master Servicer with respect to requests for assumption, if transfers that are expressly permitted pursuant to the same shall occur as applicable Mortgage Loan documents. With respect to other requests specified in the related Primary Servicing Agreement that require the approval of a result Special Servicer and subject to the terms and provisions of the failure of any Rating Agency Primary Servicing Agreement, the Primary Servicer may forward its recommendation directly to respond the applicable Special Servicer (with a copy to the Capmark Master Servicer) or it may forward its recommendation with respect to such request to the Capmark Master Servicer. The Capmark Master Servicer shall use commercially reasonable efforts to forward such recommendation to the applicable Special Servicer within five (5) Business Days of receipt thereof (but in a reasonable period no event more than 10 days of timereceipt thereof) after which such Special Servicer shall inform the Capmark Master Servicer and the applicable Primary Servicer of its decision on or prior to the date on which such Special Servicer's time to respond has lapsed as set forth in the Primary Servicing Agreement.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Mortgage Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Mortgage Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘'expressly permits’ ' shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, If the Master Servicer shall review whether recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Mortgage Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to Special Servicer, in the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, form attached hereto as Exhibit U) and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Mortgage Loan or B Note and this Agreement, or to and the Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausethe Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the Special Servicer to notify the Master Servicer in writing, within five (5) Business Days following the Master Servicer's delivery of the recommendation described above and the complete Assignment and Assumption Submission to Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given if not denied within the period contemplated by Section 10.3, to constitute a grant of such consent and (BC) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth described in this the preceding sentence and (ii) with respect to any A/B Whole Loan or Loan PairMortgage Loan, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicableNote, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.139.40. The Special Servicer hereby acknowledges the delegation of rights and duties hereunder by the Master Servicer pursuant to the provisions of the Primary Servicing Agreement. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer or the Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Mortgage Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Mortgage Loan documents. In making its recommendation to the Special Servicerrecommendation, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. The Master Servicer shall notify the Trustee, the Paying Agent and the Special Servicer of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Master Servicer shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan executed pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to (as additional special servicing compensation) the other 50% of such fee. Notwithstanding the foregoing, the Special Servicer acknowledges that the Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicer with respect to Post Closing Requests (as defined in the Primary Servicing Agreement) pursuant to Section 8.4 of this Agreement. The Primary Servicing Agreement classifies certain Post Closing Requests as Category 1 Requests and grants the Primary Servicer certain authority to evaluate and process such requests in accordance with this Agreement, the Primary Servicing Agreement and applicable Mortgage Loan documents. With respect to a Category 1 Request that involves a condition, term or provision that requires, or specifies a standard of, consent or approval of the applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing Agreement provides for the determination of materiality of such condition, term or provision requiring approval or consent by the Master Servicer or the Primary Servicer and the referral of such condition, term or provision to a Special Servicer for consent in accordance with the terms of the Primary Servicing Agreement upon a determination of materiality. The Special Servicer acknowledges such provisions. Nothing in this Agreement, however, shall grant the Primary Servicer greater authority, discretion or delegated rights over Post Closing Requests than are set forth in the Primary Servicing Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of the Rating Agencies, or any Rating Agency of them, to respond to such request in a reasonable period of time.

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause. (a) If In the event the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced Companion Mortgage Loan or B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Mortgage Loan or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘'expressly permits’ ' shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, If the Master Servicer shall review whether recommends to recommend to the Special Servicer to waive the effect of approve such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreementassignment, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Mortgage Loan, the holder of the B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written copy of such recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any (which information shall consist of the information to be included in the possession of Assignment and Assumption Submission to Special Servicer, in the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, form attached hereto as Exhibit U) and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with shall have the Servicing Standard, right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan, Serviced Companion Mortgage Loan or B Note and this Agreement, or to and the Special Servicer shall not unreasonably withhold such consent and any such waiver decision of a due-on-sale clausethe Special Servicer shall be in accordance with the Servicing Standard, such consent (B) failure of the Special Servicer to notify the Master Servicer in writing, within five (5) Business Days following the Master Servicer's delivery of the recommendation described above and the complete Assignment and Assumption Submission to Special Servicer on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed given if not denied within the period contemplated by Section 10.3, to constitute a grant of such consent and (BC) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth described in this the preceding sentence and (ii) with respect to any A/B Whole Loan or Loan PairMortgage Loan, the Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicableNote, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.139.40. The Special Servicer hereby acknowledges the delegation of rights and duties hereunder by the Master Servicer pursuant to the provisions of the Primary Servicing Agreements. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer or the applicable Primary Servicer with a written statement and a verbal explanation, as necessary, explanation as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any such proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Mortgage Loan or B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided provided, however, that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Mortgage Loan documents. In making its recommendation to the Special Servicerrecommendation, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. The Master Servicer shall notify the Trustee, the Paying Agent and the Special Servicer of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Master Servicer shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution of a non-Specially Serviced Mortgage Loan executed pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to (as additional special servicing compensation) the other 50% of such fee (except that the Master Servicer shall be entitled to 100% of such fee in connection with an assignment and assumption that is expressely permitted pursuant to the terms of the related Mortgage Loan, provided, further, that such fee may be further divided pursuant to the applicable Primary Servicing Agreement). Notwithstanding the foregoing, the Special Servicer acknowledges that the Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicers with respect to Post Closing Requests (as defined in the applicable Primary Servicing Agreement) pursuant to Section 8.4 of this Agreement. The Principal Global Investors, LLC Primary Servicing Agreement classifies certain Post Closing Requests as Category 1 Requests and grants the applicable Primary Servicer certain authority to evaluate and process such requests in accordance with this Agreement, the applicable Primary Servicing Agreement and applicable Mortgage Loan documents. With respect to a Category 1 Request that involves a condition, term or provision that requires, or specifies a standard of, consent or approval of the applicable Mortgagee under the Mortgage Loan documents, the applicable Primary Servicing Agreement provides for the determination of materiality of such condition, term or provision requiring approval or consent by the Master Servicer or the Primary Servicer and the referral of such condition, term or provision to a Special Servicer for consent in accordance with the terms of the applicable Primary Servicing Agreement upon a determination of materiality. The Special Servicer acknowledges such provisions. Nothing in this Agreement, however, shall grant the applicable Primary Servicer greater authority, discretion or delegated rights over Post Closing Requests than are set forth in the applicable Primary Servicing Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of the Rating Agencies, or any Rating Agency of them, to respond to such request in a reasonable period of time. In addition, the Special Servicer acknowledges that the Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicers with respect to enforcement of due-on-sale clauses, assumption agreements and due-on-encumbrance clauses pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreements grant the Primary Servicers certain authority to evaluate and process certain requests with respect thereto in accordance with this Agreement or the applicable Primary Servicing Agreement and the applicable Mortgage Loan documents; provided however, that no such authority to evaluate and process certain requests shall be in contravention of the immediately preceding paragraph. Such Primary Servicers are not required to obtain the consent of the Master Servicer or the Special Servicer with respect to requests for transfers that are expressly permitted pursuant to the applicable Mortgage Loan documents. With respect to other requests specified in the related Primary Servicing Agreement that require the approval of the Special Servicer and subject to the terms and provisions of the related Primary Servicing Agreement, the applicable Primary Servicer may forward its recommendation directly to the Special Servicer (with a copy to the Master Servicer) or it may forward its recommendation with respect to such request to the Master Servicer, in which case the Master Servicer shall use reasonable efforts to forward such recommendation to the Special Servicer within five (5) Business Days of the Master Servicer's receipt thereof. In either case, after such delivery to Special Servicer, the Special Servicer shall inform the Master Servicer and the applicable Primary Servicer of its decision on or prior to the date on which the Special Servicer's time to respond has lapsed, which shall be within five (5) Business Days after the Special Servicer's receipt of the applicable Primary Servicer's recommendation (together with any documents necessary to evaluate such request as expressly required to be delivered to the Special Servicer pursuant to the terms of this Agreement or the related Primary Servicing Agreement, as applicable.