Common use of Enforcement of Clause in Contracts

Enforcement of. Due-on-Sale" Clauses; Assumption Agreements. (a) To the extent any Mortgage Loan contains an enforceable "due-on-sale" or "due-on-encumbrance" clause, in the event the Master Servicer has knowledge of any sale or encumbrance in contravention of such clause, the Master Servicer shall enforce or waive such clause in accordance with Accepted Master Servicing Practices; provided, however, that prior to waiving any "due-on-encumbrance" clause the Master Servicer shall (i) obtain the Directing Certificateholder's consent in accordance with Section 4.16, (ii) obtain written confirmation from S&P that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P as a result of such waiver, and (iii) if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result of such waiver; provided, further, that any confirmation required by clause (ii) or (iii) shall be at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that only expenses in excess thereof shall be a reimbursable Servicing Advance. If the Master Servicer waives or is unable to enforce any such "due-on-sale" clause or if no "due-on-sale" clause is applicable, the Master Servicer shall enter into an assumption agreement with the Person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state Law and the related Mortgage, the Mortgagor remains liable thereon. The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (b) To the extent any Mortgage Loan contains a clause granting a right of assumption to a qualified substitute Mortgagor upon the sale, conveyance or transfer of the related Mortgaged Property, the Master Servicer shall enter into an assumption agreement with such qualified substitute Mortgagor, pursuant to which such substitute Mortgagor becomes liable under the Mortgage Note. If any Person other than the Mortgagor has, pursuant to the related Mortgage Loan Documents, undertaken to indemnify the mortgagee and, in connection with an assumption of the type referred to in the preceding sentence, the related Mortgage Loan Documents permit a substitution of such third-party indemnitor by a qualified substitute indemnitor, the Master Servicer shall enter into an assumption of liability agreement with such qualified substitute indemnitor, pursuant to which such substitute indemnitor becomes liable under the relevant indemnification obligations. The Master Servicer is also authorized to enter into a substitution of liability agreement with such substitute Mortgagor, pursuant to which the original Mortgagor is released from liability and such substitute Mortgagor is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (c) Prior to entering into any such assumption agreement, if the aggregate Stated Principal Balance of the Mortgage Loans of the assuming Mortgagor and its Affiliates and any other Mortgage Loans cross-collateralized therewith is more than (a) $20,000,000 or (b) 5% of the current outstanding Certificate Balance (as verified by the Trustee), then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from S&P stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P, as a result thereof. Prior to entering into any such assumption agreement, if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result thereof. The Master Servicer shall promptly deliver such confirmation to the Trustee and the Directing Certificateholder. Neither the Master Servicer nor the Special Servicer shall (to the extent that it is within their control to prohibit such event) consent to the assumption and transfer of any Mortgaged Property which secures a Cross Collateralized Loan unless all of the Mortgaged Properties securing such group of Cross Collateralized Loans are transferred simultaneously by the respective Mortgagor. (d) The Master Servicer shall retain all fees collected for processing and entering into an assumption or substitution of liability agreement relating to non-Specially Serviced Mortgage Loans, subject to the terms of any related subservicing agreement. (e) In connection with any assumption under this Section 4.08, no material term of the Mortgage Note (including, but not limited to, the Mortgage Rate, the amount of the Monthly Payment, any interest rate floor or cap applicable to the calculation of the Mortgage Rate and any other term affecting the amount or timing of payment on the Mortgage Loan) may be changed. The Master Servicer shall forward to the Custodian the original substitution or assumption agreement and shall forward to the Trustee and the Directing Certificateholder a copy of such substitution or assumption agreement. (f) Notwithstanding the foregoing or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any conveyance by a Mortgagor of a Mortgaged Property or any assumption of a Mortgage Loan by operation of Law that the Master Servicer in its reasonable judgment determines it may be restricted by Law from preventing. The Master Servicer shall deliver prompt written notice to the Trustee and the Directing Certificateholder of any such determination or assumption. (g) The Master Servicer shall notify each Rating Agency if it shall have actual knowledge that such assumption results in any Mortgagor, or any affiliate or principal thereof, representing ownership interest in more than 5% of the Mortgagors by outstanding principal balance of the Mortgage Loans.

Enforcement of. Due-on-Sale" Clauses; Assumption Agreements. (a) To the extent any Mortgage Loan contains an enforceable "due-on-sale" or "due-on-encumbrance" clause, in the event the Master Servicer has knowledge of any sale or encumbrance in contravention of such clausesubject to paragraph (f) below, the Master Servicer shall enforce or waive such clause on behalf of the Issuer unless the Master Servicer determines in accordance with Accepted Master Servicing Practices; provided, however, Practices that prior to waiving any "due-on-encumbrance" clause it would be in the Master Servicer shall (i) obtain the Directing Certificateholder's consent in accordance with Section 4.16, (ii) obtain written confirmation from S&P that none best interest of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P as a result of Bondholders to waive any such waiver, and (iii) if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result of such waiver; provided, further, that any confirmation required by clause (ii) or (iii) shall be at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that only expenses in excess thereof shall be a reimbursable Servicing Advanceclause. If the Master Servicer waives or is unable to enforce any such "due-on-sale" clause or if no "due-on-sale" clause is applicableapplicable or the Master Servicer determines that such clause should be waived, the Master Servicer shall enter into an assumption agreement with the Person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state Law and the related Mortgage, the Mortgagor remains liable thereon. The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders the Master Servicer's Accepted Master Servicing Practices as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (b) To the extent any Mortgage Loan contains a clause granting a right of assumption to a qualified substitute Mortgagor upon the sale, conveyance or transfer of the related Mortgaged PropertyProperty and subject to paragraph (f) below, the Master Servicer shall enter into an assumption agreement with such qualified substitute Mortgagor, pursuant to which such qualified substitute Mortgagor becomes liable under the Mortgage Note. If any Person other than the Mortgagor has, pursuant to the related Mortgage Loan Documents, undertaken to indemnify the mortgagee and, in connection with an assumption of the type referred to in the preceding sentence, the related Mortgage Loan Documents permit a substitution of such third-party indemnitor by a qualified substitute indemnitor, the Master Servicer shall enter into an assumption of liability agreement with such qualified substitute indemnitor, pursuant to which such substitute indemnitor becomes liable under the relevant indemnification obligations. The Master Servicer is also authorized to enter into a substitution of liability agreement with such substitute Mortgagor, pursuant to which the original Mortgagor is released from liability and such substitute Mortgagor is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent the Master Servicer's regular commercial mortgage lenders loan origination standards or Accepted Master Servicing Practices as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (c) Prior As to entering into any such assumption agreementnon-Specially Serviced Mortgaged Loans, if the aggregate Stated Principal Balance of the Mortgage Loans of the assuming Mortgagor and its Affiliates and any other Mortgage Loans cross-collateralized therewith is more than (a) $20,000,000 or (b) 5% of the current outstanding Certificate Balance (as verified by the Trustee), then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that retain as additional servicing compensation any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from S&P stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P, as a result thereof. Prior to entering into any such assumption agreement, if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result thereof. The Master Servicer shall promptly deliver such confirmation to the Trustee and the Directing Certificateholder. Neither the Master Servicer nor the Special Servicer shall (to the extent that it is within their control to prohibit such event) consent to the assumption and transfer of any Mortgaged Property which secures a Cross Collateralized Loan unless all of the Mortgaged Properties securing such group of Cross Collateralized Loans are transferred simultaneously by the respective Mortgagor. (d) The Master Servicer shall retain all fees collected for processing and entering into an extension, modification, assumption or substitution of liability agreement relating to non-Specially Serviced Mortgage Loansagreement, subject to the terms of and any related subservicing agreementsimilar fees and charges. (ed) In connection with any assumption under this Section 4.084.07, no material term of the Mortgage Note (including, but not limited to, the Mortgage Interest Rate, the amount of the Monthly Payment, any interest rate floor or cap applicable to the calculation of the Mortgage Interest Rate and any other term affecting the amount or timing of payment on the Mortgage Loan) may be changed. The Master Servicer shall forward to the Custodian Indenture Trustee the original substitution or assumption agreement and shall forward to the Trustee and the Directing Certificateholder a copy of such substitution or assumption agreement. (fe) Notwithstanding the foregoing or any other provision of this Servicing Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any conveyance by a Mortgagor of a Mortgaged Property or any assumption of a Mortgage Loan by operation of Law that the Master Servicer in its reasonable judgment good faith determines it may be restricted by Law from preventing. (f) Each transfer, assumption or encumbrance requiring the consent of the mortgagee with respect to a Mortgage Loan having a current outstanding principal balance equal to or exceeding 2% of the then current aggregate Stated Principal Balance of all Mortgage Loans ("Review Threshold") will be subject to a confirmation from DCR that granting such consent will not result in a downgrade or withdrawal of its rating on any Class of Bonds ("No Downgrade Confirmation"). In connection with the request for such consent, the Master Servicer shall prepare and deliver to DCR a memorandum outlining its analysis and recommendation in accordance with Accepted Master Servicing Practices, together with copies of all relevant documentation. The Master Servicer shall deliver prompt written notice also prepare and provide to DCR with such memorandum and documentation for all transfer, assumption and encumbrance consents granted for Mortgage Loans below the Trustee Review Threshold, but for which the Master Servicer's decision will be sufficient and the Directing Certificateholder of any such determination or assumptiona No Downgrade Confirmation will not be required. (g) The Master Servicer shall notify each Rating Agency if it shall have actual knowledge that such assumption results in any Mortgagor, or any affiliate or principal thereof, representing ownership interest in more than 5% of the Mortgagors by outstanding principal balance of the Mortgage Loans.

Enforcement of. Due-on-Sale" Clauses; Assumption Agreements. (a) To . Each Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan contains an enforceable under the "due-on-sale" or "due-on-encumbrance" clause, in the event the Master Servicer has knowledge of any sale or encumbrance in contravention of such clauseif any, the Master Servicer shall enforce or waive such clause in accordance with Accepted Master Servicing Practicesapplicable thereto; provided, however, that prior to waiving any "due-on-encumbrance" clause the Master no Servicer shall (i) obtain be required to take such action if, in its sole business judgment, such Servicer believes it is not in the Directing Certificateholder's consent in accordance with Section 4.16, (ii) obtain written confirmation from S&P that none best interests of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (Trust Fund and shall not exercise any such rights if applicable), downgraded or withdrawn prohibited by S&P as a result of such waiver, and (iii) if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain written confirmation law from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result of such waiver; provided, further, that any confirmation required by clause (ii) or (iii) shall be at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that only expenses in excess thereof shall be a reimbursable Servicing Advancedoing so. If the Master a Servicer waives or reasonably believes it is unable under applicable law to enforce any such "due-on-sale" clause or if no "due-on-sale" clause is applicableany of the other conditions set forth in the proviso to the preceding sentence apply, the Master such Servicer shall will enter into an assumption and modification agreement from or with the Person person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, to the extent permitted by applicable state Law and the related Mortgagelaw, the Mortgagor remains liable thereon. The Master Each Servicer is also authorized to enter into a substitution of liability agreement with such Personperson, pursuant to which the original Mortgagor is released from liability and such Person person is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that no such substitute Mortgagor must satisfy substitution shall be effective unless such person satisfies the requirements set forth underwriting criteria of such Servicer and such substitution is in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (b) To the extent any Mortgage Loan contains a clause granting a right of assumption to a qualified substitute Mortgagor upon the sale, conveyance or transfer best interest of the related Mortgaged PropertyCertificateholders as determined by such Servicer. In connection with any assumption, the Master modification or substitution, such Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. No Servicer shall take or enter into an any assumption agreement with such qualified substitute Mortgagor, pursuant to which such substitute Mortgagor becomes liable under the Mortgage Note. If any Person other than the Mortgagor has, pursuant to the related Mortgage Loan Documents, undertaken to indemnify the mortgagee and, in connection with an assumption of the type referred to in the preceding sentence, the related Mortgage Loan Documents permit a substitution of such third-party indemnitor by a qualified substitute indemnitor, the Master Servicer shall enter into an assumption of liability agreement with such qualified substitute indemnitor, pursuant to which such substitute indemnitor becomes liable under the relevant indemnification obligations. The Master Servicer is also authorized to enter into a substitution of liability agreement with such substitute Mortgagor, pursuant to which the original Mortgagor is released from liability and such substitute Mortgagor is substituted as the Mortgagor and becomes liable under the Mortgage Note; providedmodification agreement, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (c) Prior to entering into any such assumption agreement, if the aggregate Stated Principal Balance of the Mortgage Loans of the assuming Mortgagor and its Affiliates and any other Mortgage Loans cross-collateralized therewith is more than (a) $20,000,000 or (b) 5% of the current outstanding Certificate Balance (as verified by the Trustee), then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from S&P stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P, as a result thereof. Prior to entering into any such assumption agreement, if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result thereof. The Master Servicer shall promptly deliver such confirmation to the Trustee and the Directing Certificateholder. Neither the Master Servicer nor the Special Servicer shall unless (to the extent that practicable in the circumstances) it is within their control to prohibit such event) consent to shall have received confirmation, in writing, of the assumption and transfer continued effectiveness of any Mortgaged Property which secures applicable hazard insurance policy, or a Cross Collateralized Loan unless all new policy meeting the requirements of the Mortgaged Properties securing such group this Section is obtained. Any fee collected by a Servicer in respect of Cross Collateralized Loans are transferred simultaneously by the respective Mortgagor. (d) The Master Servicer shall retain all fees collected for processing and entering into an assumption or substitution of liability agreement relating to non-Specially Serviced Mortgage Loans, subject to the terms of any related subservicing agreement. (e) will be retained by such Servicer as additional servicing compensation. In connection with any assumption under this Section 4.08such assumption, no material term of the Mortgage Note (including, including but not limited to, to the related Mortgage Rate, Rate and the amount of the Monthly Scheduled Payment, any interest rate floor or cap applicable to the calculation of the Mortgage Rate and any other term affecting the amount or timing of payment on the Mortgage Loan) may be changedamended or modified, except as otherwise required pursuant to the terms thereof. The Master Each Servicer shall forward to notify the Custodian the original substitution Trustee that any such substitution, modification or assumption agreement has been completed and shall forward to the Trustee and the Directing Certificateholder a copy executed original of such substitution or assumption agreement. (f) , which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master a Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any conveyance by a Mortgagor of a Mortgaged Property or any assumption of a Mortgage Loan by operation of Law that law or by the Master terms of the Mortgage Note or any assumption which such Servicer in its reasonable judgment determines it may be restricted by Law law from preventing, for any reason whatsoever. The Master Servicer shall deliver prompt written notice For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of the Mortgaged Property) subject to the Trustee and the Directing Certificateholder Mortgage that is not accompanied by an assumption or substitution of any such determination or assumptionliability agreement. (g) The Master Servicer shall notify each Rating Agency if it shall have actual knowledge that such assumption results in any Mortgagor, or any affiliate or principal thereof, representing ownership interest in more than 5% of the Mortgagors by outstanding principal balance of the Mortgage Loans.

Enforcement of. Due-on-Sale" Clauses; Assumption Agreements. (a) To the extent any Mortgage Loan contains an enforceable "due-on-sale" or "due-on-encumbrance" clause, in the event the Master Servicer has knowledge of any sale or encumbrance in contravention of such clause, the Master Servicer shall enforce or waive such clause in accordance with Accepted Master Servicing Practices; provided, however, that prior to waiving any "due-on-encumbrance" clause the Master Servicer shall (i) obtain the Directing Certificateholder's consent in accordance with Section 4.16, (ii) obtain written confirmation from S&P that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P as a result of such waiverenforce, and (iii) if the related Mortgage Loanshall not waive, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result of such waiver; provided, further, that any confirmation required by clause (ii) or (iii) shall be at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that only expenses in excess thereof shall be a reimbursable Servicing Advanceclause. If the Master Servicer waives or is unable to enforce any such "due-on-sale" clause or if no "due-on-sale" clause is applicable, the Master Servicer shall enter into an assumption agreement with the Person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state Law and the related Mortgage, the Mortgagor remains liable thereon. The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (b) To the extent any Mortgage Loan contains a clause granting a right of assumption to a qualified substitute Mortgagor upon the sale, conveyance or transfer of the related Mortgaged Property, the Master Servicer shall enter into an assumption agreement with such qualified substitute Mortgagor, pursuant to which such substitute Mortgagor becomes liable under the Mortgage Note. If any Person other than the Mortgagor has, pursuant to the related Mortgage Loan Documents, undertaken to indemnify the mortgagee and, in connection with an assumption of the type referred to in the preceding sentence, the related Mortgage Loan Documents permit a substitution of such third-party indemnitor by a qualified substitute indemnitor, the Master Servicer shall enter into an assumption of liability agreement with such qualified substitute indemnitor, pursuant to which such substitute indemnitor becomes liable under the relevant indemnification obligations. The Master Servicer is also authorized to enter into a substitution of liability agreement with such substitute Mortgagor, pursuant to which the original Mortgagor is released from liability and such substitute Mortgagor is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (c) Prior to entering into any such assumption agreement, if the aggregate Stated Principal Balance of the Mortgage Loans of the assuming Mortgagor and its Affiliates and any other Mortgage Loans cross-collateralized therewith is more than (a) $20,000,000 or (b) 5% of the current outstanding Certificate Balance (as verified by the Trustee), then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from S&P stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P, as a result thereof. Prior to entering into any such assumption agreement, if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result thereof. The Master Servicer shall promptly deliver such confirmation to the Trustee and the Directing Certificateholder. Neither the Master Servicer nor the Special Servicer shall (to the extent that it is within their control to prohibit such event) consent to the assumption and transfer of any Mortgaged Property which secures a Cross Collateralized Loan unless all of the Mortgaged Properties securing such group of Cross Collateralized Loans are transferred simultaneously by the respective Mortgagor. (d) The Master Servicer shall retain all fees any fee collected for processing and entering into an assumption or substitution of liability agreement relating to non-Specially Serviced Mortgage Loans, subject to the terms of any related subservicing agreement. (ed) In connection with any assumption under this Section 4.08, no material term of the Mortgage Note (including, but not limited to, the Mortgage Interest Rate, the amount of the Monthly Payment, any interest rate floor or cap applicable to the calculation of the Mortgage Interest Rate and any other term affecting the amount or timing of payment on the Mortgage Loan) may be changed. The Master Servicer shall forward to the Custodian the original substitution or assumption agreement and shall forward to the Trustee and the Directing Certificateholder a copy of such substitution or assumption agreement. (fe) Notwithstanding the foregoing or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any conveyance by a Mortgagor of a Mortgaged Property or any assumption of a Mortgage Loan by operation of Law that the Master Servicer in its reasonable judgment good faith determines it may be restricted by Law from preventing. The Master Servicer shall deliver prompt written notice to the Trustee and the Directing Certificateholder of any such determination or assumption. (gf) The Master Servicer shall notify each Rating Agency if it shall have actual knowledge that such assumption results in any Mortgagor, or any affiliate or principal thereof, Mortgagor representing ownership interest in more than 5% of the Mortgagors by outstanding principal balance of the Mortgage Loans.

Enforcement of. Due-on-Sale" Clauses; Assumption Agreements. (a) To the extent any Mortgage Loan contains an enforceable "due-on-sale" or "due-on-encumbrance" clause, in the event the Master Servicer has knowledge of any sale or encumbrance in contravention of such clause, the Master Servicer shall enforce or waive such clause in accordance with Accepted Master Servicing Practices; provided, however, that prior to waiving any "due-on-encumbrance" clause the Master Servicer shall (i) obtain the Directing Certificateholder's consent in accordance with Section 4.16, (ii) obtain written confirmation from S&P that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P as a result of such waiverenforce, and (iii) if the related Mortgage Loanshall not waive, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result of such waiver; provided, further, that any confirmation required by clause (ii) or (iii) shall be at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that only expenses in excess thereof shall be a reimbursable Servicing Advanceclause. If the Master Servicer waives or is unable to enforce any such "due-on-sale" clause or if no "due-on-sale" clause is applicable, the Master Servicer shall enter into an assumption agreement with the Person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state Law and the related Mortgage, the Mortgagor remains liable thereon. The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (b) To the extent any Mortgage Loan contains a clause granting a right of assumption to a qualified substitute Mortgagor upon the sale, conveyance or transfer of the related Mortgaged Property, the Master Servicer shall enter into an assumption agreement with such qualified substitute Mortgagor, pursuant to which such substitute Mortgagor becomes liable under the Mortgage Note. If any Person other than the Mortgagor has, pursuant to the related Mortgage Loan Documents, undertaken to indemnify the mortgagee and, in connection with an assumption of the type referred to in the preceding sentence, the related Mortgage Loan Documents permit a substitution of such third-party indemnitor by a qualified substitute indemnitor, the Master Servicer shall enter into an assumption of liability agreement with such qualified substitute indemnitor, pursuant to which such substitute indemnitor becomes liable under the relevant indemnification obligations. The Master Servicer is also authorized to enter into a substitution of liability agreement with such substitute Mortgagor, pursuant to which the original Mortgagor is released from liability and such substitute Mortgagor is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (c) If the Master Servicer recommends entering into any assumption or substitution of liability agreement pursuant to Section 4.08(a) or (b), it shall notify the Special Servicer of such recommendation and shall provide to the Special Servicer a copy of the materials upon which such recommendation is based. The Special Servicer shall have the right hereunder to grant or withhold consent to any such agreement in accordance with the terms of the related Mortgage Loan Documents and this Agreement. Prior to entering into any such assumption agreement, if the aggregate Stated Principal Balance of the Mortgage Loans of the assuming Mortgagor and its Affiliates and any other Mortgage Loans cross-collateralized therewith is more new mortgage loan will be greater than (a) $20,000,000 or (b) 5% of the current outstanding Certificate Balance (as verified by the Trustee)Balance, then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from S&P each Rating Agency stating that none of the then-current rating or ratings of all outstanding Classes classes of the Certificates would be qualified (if applicable)qualified, downgraded or withdrawn by S&P, as a result thereof. Prior to entering into any such assumption agreement, if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result thereof. The Master Servicer shall promptly deliver such confirmation to the Trustee and the Directing Certificateholder. Neither the Master Servicer nor the Special Servicer shall (to the extent that it is within their control to prohibit such event) consent to the assumption and transfer of any Mortgaged Property which secures a Cross Collateralized Loan unless all of the Mortgaged Properties securing such group of Cross Collateralized Loans are transferred simultaneously by the respective Mortgagor. (d) The Master Servicer shall retain all fees 50% of any fee collected for processing and entering into an assumption or substitution of liability agreement relating to non-Specially Serviced Mortgage Loans, subject agreement. The Special Servicer shall be entitled to the terms remainder of any related subservicing agreementsuch fee collected. (e) In connection with any assumption under this Section 4.08, no material term of the Mortgage Note (including, but not limited to, the Mortgage Interest Rate, the amount of the Monthly Payment, any interest rate floor or cap applicable to the calculation of the Mortgage Interest Rate and any other term affecting the amount or timing of payment on the Mortgage Loan) may be changed. The Master Servicer shall forward to the Custodian the original substitution or assumption agreement and shall forward to the Trustee and the Directing Certificateholder Special Servicer a copy of such substitution or assumption agreement. (f) Notwithstanding the foregoing or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any conveyance by a Mortgagor of a Mortgaged Property or any assumption of a Mortgage Loan by operation of Law that the Master Servicer in its reasonable judgment good faith determines it may be restricted by Law from preventing. The Master Servicer shall deliver prompt written notice to the Trustee and the Directing Certificateholder of any such determination or assumption. (g) The Master Servicer shall notify each Rating Agency if it shall have actual knowledge that such assumption results in any Mortgagor, or any affiliate or principal thereof, representing ownership interest in more than 5% of the Mortgagors by outstanding principal balance of the Mortgage Loans.

Enforcement of. Due-on-Sale" Clauses; Assumption Agreements. (a) To the extent any Mortgage Loan contains an enforceable "`due-on-sale" ' or "`due-on-encumbrance" clause, in the event the Master Servicer has knowledge of any sale or encumbrance in contravention of such ' clause, the Master Servicer shall enforce or waive such clause unless the Master Servicer determines in accordance with Accepted Master Servicing Practices; provided, however, Practices that prior to waiving any "due-on-encumbrance" clause it would be in the Master Servicer shall (i) obtain the Directing Certificateholder's consent in accordance with Section 4.16, (ii) obtain written confirmation from S&P that none best interest of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P as a result of Bondholders to waive any such waiver, and (iii) if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result of such waiver; provided, further, that any confirmation required by clause (ii) or (iii) shall be at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that only expenses in excess thereof shall be a reimbursable Servicing Advanceclause. If the Master Servicer waives or is unable to enforce any such "due-on-sale" clause or if no "due-on-sale" clause is applicableapplicable or the Master Servicer determines that such clause should be waived, the Master Servicer shall enter into an assumption agreement with the Person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state Law and the related Mortgage, the Mortgagor remains liable thereon. The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders the Master Servicer's Accepted Servicing Practices as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (b) To the extent any Mortgage Loan contains a clause granting a right of assumption to a qualified substitute Mortgagor upon the sale, conveyance or transfer of the related Mortgaged Property, the Master Servicer shall enter into an assumption agreement with such qualified substitute Mortgagor, pursuant to which such substitute Mortgagor becomes liable under the Mortgage Note. If any Person other than the Mortgagor has, pursuant to the related Mortgage Loan Documents, undertaken to indemnify the mortgagee and, in connection with an assumption of the type referred to in the preceding sentence, the related Mortgage Loan Documents permit a substitution of such third-party indemnitor by a qualified substitute indemnitor, the Master Servicer shall enter into an assumption of liability agreement with such qualified substitute indemnitor, pursuant to which such substitute indemnitor becomes liable under the relevant indemnification obligations. The Master Servicer is also authorized to enter into a substitution of liability agreement with such substitute Mortgagor, pursuant to which the original Mortgagor is released from liability and such substitute Mortgagor is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent the Master Servicer's regular commercial mortgage lenders loan origination standards or Accepted Servicing Practices as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (c) Prior to entering into any such assumption agreement, if the aggregate Stated Principal Balance of the Mortgage Loans of the assuming Mortgagor and its Affiliates and any other Mortgage Loans cross-collateralized therewith is more than (a) $20,000,000 or (b) 5% of the current outstanding Certificate Balance (as verified by the Trustee), then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from S&P stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P, as a result thereof. Prior to entering into any such assumption agreement, if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result thereof. The Master Servicer shall promptly deliver such confirmation to the Trustee and the Directing Certificateholder. Neither the Master Servicer nor the Special Servicer shall (to the extent that it is within their control to prohibit such event) consent to the assumption and transfer of any Mortgaged Property which secures a Cross Collateralized Loan unless all of the Mortgaged Properties securing such group of Cross Collateralized Loans are transferred simultaneously by the respective Mortgagor. (d) The Master Servicer shall retain all fees as additional servicing compensation any fee collected for processing and entering into an assumption or substitution of liability agreement relating to non-Specially Serviced Mortgage Loans, subject to the terms of any related subservicing agreement. (ed) In connection with any assumption under this Section 4.084.07, no material term of the Mortgage Note (including, but not limited to, the Mortgage Interest Rate, the amount of the Monthly Payment, any interest rate floor or cap applicable to the calculation of the Mortgage Interest Rate and any other term affecting the amount or timing of payment on the Mortgage Loan) may be changed. The Master Servicer shall forward to the Custodian Trustee the original substitution or assumption agreement and shall forward to the Trustee and the Directing Certificateholder a copy of such substitution or assumption agreement. (fe) Notwithstanding the foregoing or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any conveyance by a Mortgagor of a Mortgaged Property or any assumption of a Mortgage Loan by operation of Law that the Master Servicer in its reasonable judgment good faith determines it may be restricted by Law from preventing. The Master Servicer shall deliver prompt written notice to the Trustee and the Directing Certificateholder of any such determination or assumption. (g) The Master Servicer shall notify each Rating Agency if it shall have actual knowledge that such assumption results in any Mortgagor, or any affiliate or principal thereof, representing ownership interest in more than 5% of the Mortgagors by outstanding principal balance of the Mortgage Loans.

Enforcement of. Due-on-Sale" Clauses; Assumption Agreements. (a) To the extent any Related Mortgage Loan contains an enforceable "due-on-sale" or "due-on-encumbrance" clause, in the event the Master Primary Servicer has knowledge of any sale or encumbrance in contravention of shall enforce, and shall not waive, such clause, the Master Servicer shall enforce or waive such clause in accordance with Accepted Master Servicing Practices; provided, however, that prior to waiving any "due-on-encumbrance" clause the Master Servicer shall (i) obtain the Directing Certificateholder's consent in accordance with Section 4.16, (ii) obtain written confirmation from S&P that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P as a result of such waiver, and (iii) if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result of such waiver; provided, further, that any confirmation required by clause (ii) or (iii) shall be at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that only expenses in excess thereof shall be a reimbursable Servicing Advance. If the Master a Primary Servicer waives or is unable to enforce any such "due-on-sale" clause or if no "due-on-on- sale" clause is applicable, the Master such Primary Servicer shall enter into an assumption agreement with the Person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state Law and the related Mortgage, the Mortgagor remains liable thereon. The Master A Primary Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders as a condition to approval of a borrower on a new mortgage loan substantially similar to such Related Mortgage Loan. (b) To the extent any Related Mortgage Loan contains a clause granting a right of assumption to a qualified substitute Mortgagor upon the sale, conveyance or transfer of the related Mortgaged Property, the Master related Primary Servicer shall enter into an assumption agreement with such qualified substitute Mortgagor, pursuant to which such substitute Mortgagor becomes liable under the Mortgage Note. If any Person other than the Mortgagor has, pursuant to the related Mortgage Loan Documents, undertaken to indemnify the mortgagee and, in connection with an assumption of the type referred to in the preceding sentence, the related Mortgage Loan Documents permit a substitution of such third-party indemnitor by a qualified substitute indemnitor, the Master related Primary Servicer shall enter into an assumption of liability agreement with such qualified substitute indemnitor, pursuant to which such substitute indemnitor becomes liable under the relevant indemnification obligations. The Master A Primary Servicer is also authorized to enter into a substitution of liability agreement with such substitute Mortgagor, pursuant to which the original Mortgagor is released from liability and such substitute Mortgagor is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders as a condition to approval of a borrower on a new mortgage loan substantially similar to such Related Mortgage Loan. (c) Prior to entering into any such assumption agreement, if the aggregate Stated Principal Balance of the Mortgage Loans of the assuming Mortgagor and its Affiliates and any other Mortgage Loans cross-collateralized therewith is more than (a) $20,000,000 or (b) 5% of the current outstanding Certificate Balance (as verified by the Trustee), then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from S&P stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P, as a result thereof. Prior to entering into any such assumption agreement, if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result thereof. The Master Servicer shall promptly deliver such confirmation to the Trustee and the Directing Certificateholder. Neither the Master Servicer nor the Special Servicer shall (to the extent that it is within their control to prohibit such event) consent to the assumption and transfer of any Mortgaged Property which secures a Cross Collateralized Loan unless all of the Mortgaged Properties securing such group of Cross Collateralized Loans are transferred simultaneously by the respective Mortgagor. (d) The Master Primary Servicer shall retain all fees any fee collected for processing and entering into an assumption or substitution of liability agreement relating to non-Specially Serviced Mortgage Loans, subject to the terms of any related subservicing agreement. (ed) In connection with any assumption under this Section 4.08, no material term of the Mortgage Note (including, but not limited to, the Mortgage Interest Rate, the amount of the Monthly Payment, any interest rate floor or cap applicable to the calculation of the Mortgage Interest Rate and any other term affecting the amount or timing of payment on the Mortgage Loan) may be changed. The Master Primary Servicer shall forward to the Custodian the original substitution or assumption agreement and shall forward to the Trustee Master Servicer and the Directing Certificateholder Master Servicer shall then forward to the Trustee a copy of such substitution or assumption agreement. (fe) Notwithstanding the foregoing or any other provision of this Agreement, the Master a Primary Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any conveyance by a Mortgagor of a Mortgaged Property or any assumption of a Related Mortgage Loan by operation of Law that the Master such Primary Servicer in its reasonable judgment good faith determines it may be restricted by Law from preventing. The Master Primary Servicer shall deliver prompt written notice to the Trustee Master Servicer and the Directing Certificateholder Master Servicer shall then deliver prompt written notice to the Trustee of any such determination or assumption. (g) The Master Servicer shall notify each Rating Agency if it shall have actual knowledge that such assumption results in any Mortgagor, or any affiliate or principal thereof, representing ownership interest in more than 5% of the Mortgagors by outstanding principal balance of the Mortgage Loans.

Enforcement of. Due-on-Sale" Clauses; Assumption Agreements. (a) To Subject to Section 4.08(c) below, to the extent any Mortgage Loan contains an enforceable "due-on-sale" or "due-on-encumbrance" clause, in the event the Master Servicer has knowledge of any sale or encumbrance in contravention of such clause, the Master Servicer shall enforce or waive such clause in accordance with Accepted Master Servicing Practices; provided, however, that prior to waiving any "due-on-encumbrance" clause the Master Servicer shall (i) obtain the Directing Certificateholder's consent in accordance with Section 4.16, (ii) obtain written confirmation from S&P that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P as a result of such waiverenforce, and (iii) if the related Mortgage Loanshall not waive, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result of such waiver; provided, further, that any confirmation required by clause (ii) or (iii) shall be at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that only expenses in excess thereof shall be a reimbursable Servicing Advanceclause. If the Master Servicer waives or is unable to enforce or the Special Servicer consents to waive any such "due-on-sale" clause or if no "due-on-sale" clause is applicable, the Master Servicer shall enter into an assumption agreement with the Person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state Law and the related Mortgage, the Mortgagor remains liable thereon. The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (b) To Subject to Section 4.08(c) below, to the extent any Mortgage Loan contains a clause granting a right of assumption to a qualified substitute Mortgagor upon the sale, conveyance or transfer of the related Mortgaged Property, the Master Servicer shall enter into an assumption agreement with such qualified substitute Mortgagor, pursuant to which such substitute Mortgagor becomes liable under the Mortgage Note. If any Person other than the Mortgagor has, pursuant to the related Mortgage Loan Documents, undertaken to indemnify the mortgagee and, in connection with an assumption of the type referred to in the preceding sentence, the related Mortgage Loan Documents permit a substitution of such third-party indemnitor by a qualified substitute indemnitor, the Master Servicer shall enter into an assumption of liability agreement with such qualified substitute indemnitor, pursuant to which such substitute indemnitor becomes liable under the relevant indemnification obligations. The Master Servicer is also authorized to enter into a substitution of liability agreement with such substitute Mortgagor, pursuant to which the original Mortgagor is released from liability and such substitute Mortgagor is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by prudent commercial mortgage lenders as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (c) Prior If the Master Servicer recommends taking any action pursuant to entering into any such assumption agreement, if the aggregate Stated Principal Balance of the Mortgage Loans of the assuming Mortgagor and its Affiliates and any other Mortgage Loans cross-collateralized therewith is more than (aSection 4.08(a) $20,000,000 or (b) 5% ), it shall promptly provide the Special Servicer with such recommendation and analysis and shall provide the Special Servicer a copy of the current outstanding Certificate Balance (as verified by the Trustee), then the Master materials upon which such recommendation is based. The Special Servicer shall obtain (at have the related Mortgagor's expense, right hereunder to grant or withhold consent to any such agreement in accordance with the extent permitted by terms of the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from S&P stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by S&P, as a result thereof. Prior to entering into any such assumption agreement, if the related Mortgage Loan, together with any other Mortgage Loans cross-collateralized therewith, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, then the Master Servicer shall obtain (at the related Mortgagor's expense, to the extent permitted by the related Mortgage Loan Documents; provided, that any expense in excess thereof shall be a reimbursable Servicing Advance) written confirmation from Fitch stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be downgraded or withdrawn by Fitch, as a result thereof. The Master Servicer shall promptly deliver such confirmation to the Trustee Section 3.18 above and the Directing Certificateholder. Neither the Master Servicer nor the Special Servicer shall (to the extent that it is within their control to prohibit such event) consent to the assumption and transfer of any Mortgaged Property which secures a Cross Collateralized Loan unless all of the Mortgaged Properties securing such group of Cross Collateralized Loans are transferred simultaneously by the respective Mortgagor. (d) The Master Servicer shall retain all fees collected for processing and entering into an assumption or substitution of liability agreement relating to non-Specially Serviced Mortgage Loans, subject to the terms of any related subservicing agreement. (e) In connection with any assumption under this Section 4.08, no material term of the Mortgage Note (including, but not limited to, the Mortgage Rate, the amount of the Monthly Payment, any interest rate floor or cap applicable to the calculation of the Mortgage Rate and any other term affecting the amount or timing of payment on the Mortgage Loan) may be changed. The Master Servicer shall forward to the Custodian the original substitution or assumption agreement and shall forward to the Trustee and the Directing Certificateholder a copy of such substitution or assumption agreement. (f) Notwithstanding the foregoing or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any conveyance by a Mortgagor of a Mortgaged Property or any assumption of a Mortgage Loan by operation of Law that the Master Servicer in its reasonable judgment determines it may be restricted by Law from preventing. The Master Servicer shall deliver prompt written notice to the Trustee and the Directing Certificateholder of any such determination or assumption. (g) The Master Servicer shall notify each Rating Agency if it shall have actual knowledge that such assumption results in any Mortgagor, or any affiliate or principal thereof, representing ownership interest in more than 5% of the Mortgagors by outstanding principal balance of the Mortgage Loans.11.02