Common use of Enforcement of Alienation Clauses Clause in Contracts

Enforcement of Alienation Clauses. With respect to the respective Mortgage Loans it is obligated to service hereunder, each of the Master Servicer and the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer or the Master Servicer, as the case may be, has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard; provided, however, with respect to any such determination to be made by the Master Servicer, the Master Servicer will notify the Special Servicer of, and confer with the Special Servicer regarding, its intent to waive such restrictions no less than five Business Days prior to taking such action; and, provided, further, that the Special Servicer shall have no right to veto the Master Servicer's determination. Notwithstanding the foregoing, the Master Servicer may take any action prior to the expiration of such five Business Day period if, in the Master Servicer's sole reasonable judgment, a delay in taking such action would be inconsistent with the Servicing Standard. Promptly after the Special Servicer or the Master Servicer has made any such determination, the Special Servicer or the Master Servicer, as the case may be, shall deliver to the other such party, the Trustee and the Rating Agencies an Officers' Certificate setting forth the basis for such determination.

Enforcement of Alienation Clauses. With respect to the respective all Mortgage Loans it is obligated to service hereunderLoans, each of the Master Servicer and the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer or the Master Servicer, as the case may be, has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard; provided, however, with respect to any such determination to be made by the Master Servicer, the Master Servicer will notify the Special Servicer of, and confer with the Special Servicer regarding, its intent to waive such restrictions no less than five Business Days prior to taking such action; and, provided, further, that the Special Servicer shall have no right to veto the Master Servicer's determination. Notwithstanding the foregoing, the Master Servicer may take any action prior to the expiration of such five Business Day period if, in the Master Servicer's sole reasonable judgment, a delay in taking such action would be inconsistent with the Servicing Standard. Promptly after the Special Servicer or the Master Servicer has made any such determination, the Special Servicer or the Master Servicer, as the case may be, shall deliver to the other such partyTrustee, the Trustee and the Rating Agencies and the Master Servicer an Officers' Certificate setting forth the basis for such determination. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision without receiving the prior written confirmation from the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided that, in the event that the principal balance of the related Mortgage Loan is less than 2% of the aggregate principal balance of all of the Mortgage Loans as of the date of such waiver, no prior written consent will be required from DCR, but the Special Servicer will deliver notice of such waiver to DCR.

Enforcement of Alienation Clauses. With respect to the respective all Mortgage Loans it is obligated to service hereunderLoans, each of the Master Servicer and the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer or the Master Servicer, as the case may be, has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard; provided, however, with respect to any such determination to be made by the Master Servicer, the Master Servicer will notify the Special Servicer of, and confer with the Special Servicer regarding, its intent to waive such restrictions no less than five Business Days prior to taking such action; and, provided, further, that the Special Servicer shall have no right to veto the Master Servicer's determination. Notwithstanding the foregoing, the Master Servicer may take any action prior to the expiration of such five Business Day period if, in the Master Servicer's sole reasonable judgment, a delay in taking such action would be inconsistent with the Servicing Standard. Promptly after the Special Servicer or the Master Servicer has made any such determination, the Special Servicer or the Master Servicer, as the case may be, shall deliver to the other such partyTrustee, the Trustee and the Rating Agencies and the Master Servicer an Officers' Certificate setting forth the basis for such determination. Neither the Master Servicer nor the Special Servicer shall (a) exercise any such waiver in respect of a due-on-encumbrance provision for any Mortgage Loan or (b) exercise a due on sale provision for any Mortgage Loan that had a Cut-Off Date Balance in excess of 5% of the aggregate Cut-Off Date Balances of all Mortgage Loans without receiving the prior written confirmation from the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates.