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

Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer, with respect to Performing Serviced Loans, and the Special Servicer, with respect to Specially Serviced Loans, shall (i) promptly analyze such request, including the preparation of written materials in connection with such analysis, and (ii) if approved, close the related transaction, subject to the consent of the Special Servicer (in the case of Performing Serviced Loans) and the consultation and/or consent rights (if any) of the related Directing Holder or the consultation rights of any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and Section 3.29; provided, however, that neither the Master Servicer nor the Special Servicer shall enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Performing Serviced Loans, the Master Servicer and, in the case of Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or such other time as required by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer or the Special Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect to all Serviced Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to a proposed action of the Master Servicer pursuant to this Section 3.09, and prior to itself taking such an action, obtain the written consent of the related Directing Holder (unless an applicable Control Termination Event has occurred and is continuing), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the related Directing Holder of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the related Directing Holder may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the related Directing Holder and the Master Servicer or the Special Servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or grant its consent under any “due-on-encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan or related Serviced Loan Combination, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or grant its consent under any “due-on-sale” provision unless the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sale or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Loan Documents, and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related Loan Documents. The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event), the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement) and, with respect to a Serviced Loan Combination, the related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver an original to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special Servicer, as applicable, shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the extent not prohibited by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Upon receipt of any request of a consent or waiver or consent in respect of a due-on-sale or due-on-on encumbrance provision, the Master Servicer, with respect to Performing Serviced Loans, and the Special Servicer, Servicer shall (a) with respect to Specially Serviced Loans, determine, in a manner consistent with the Servicing Standard, or (b) with respect to non-Specially Serviced Loans, determine, in a manner consistent with the Servicing Standard (or, if mutually agreed to by the Master Servicer and the Special Servicer, the Master Servicer shall (i) promptly analyze such requestdetermine, including in a manner consistent with the preparation of written materials in connection with such analysis, Servicing Standard and (ii) if approved, close the related transaction, subject to the consent of the Special Servicer), whether to grant such waiver request and, if granted, shall promptly process such consent or waiver (including the preparation of written materials). The Master Servicer (in or the case of Performing Serviced Loans) and Special Servicer, as applicable, shall close the related transaction and, subject to the consultation and/or consent rights (if any) of the Controlling Class Representative, any related Whole Loan Directing Holder or the WPC Department Store Portfolio Directing Holder or the consultation rights of any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Sections Section 3.09(b), 3.21, 3.24, 3.25 and Section 3.293.27; provided, however, that neither the Master Servicer nor or the Special Servicer Servicer, as applicable, shall not enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Performing (i) non-Specially Serviced Loans, the Special Servicer or, if mutually agreed to by the Master Servicer andand the Special Servicer, in the case of Master Servicer (subject to the Special Servicer’s consent) or (ii) Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a waiver consent or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or such other time as required by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provision, the Special Servicer (or, with respect to non-Specially Serviced Loans, if mutually agreed to by the Master Servicer and the Special Servicer, the Master Servicer, subject to the Special Servicer’s consent) has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer or the Master Servicer has made any such determination to waive enforcement of a due-on-sale or due-on-encumbrance provision, the Special Servicer or the Master Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect to all Serviced Mortgage Loans and each Serviced Loan CombinationWhole Loans, the Special Servicer shall, prior to consenting to a proposed action of the Master Servicer pursuant to this Section 3.09, and prior to itself taking such an action or consenting to the Master Servicer’s taking of such an action, (A) obtain the written consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing), (B) if a Control Termination Event has occurred and is continuing, consult with the Controlling Class Representative (unless a Consultation Termination Event has occurred and is continuing), or (C) with respect to the Cxxxxxx River Plaza North Whole Loan or the WPC Department Store Portfolio Whole Loan, obtain the written consent of the related Whole Loan Directing Holder (unless an applicable Control Termination Event has occurred and with respect to the Cxxxxxx River Plaza North Whole Loan, for so long as the related Subordinate Companion Loan Holder or its designee is continuingthe related Whole Loan Directing Holder) or the WPC Department Store Portfolio Directing Holder (with respect to the WPC Department Store Portfolio Whole Loan), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative or related Whole Loan Directing Holder Holder, as applicable, of the written recommendation of the Master Special Servicer or the Special Servicer, as applicable, for such action and any additional information the Controlling Class Representative or the related Whole Loan Directing Holder Holder, as applicable, may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to Controlling Class Representative or the related Whole Loan Directing Holder Holder, as applicable, and the Special Servicer. In addition, the Special Servicer or (if mutually agreed to by the Master Servicer or and the Special Servicer that the Master Servicer will determine whether to grant such waiver and, if granted, will process, subject to the consent of the Special Servicer, as applicable. In addition, neither such transaction) the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or not grant its consent under with respect to or waive any “due-on-encumbrance” provision unless (1) the Master Special Servicer or the Special Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan CombinationWhole Loan) (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan or related Serviced Loan CombinationWhole Loan, as applicable, and the principal amount balance of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Special Servicer or the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or not grant its consent under with respect to or waive any “due-on-sale” provision unless the Special Servicer or (in the case of a non-Specially Serviced Loan, if mutually agreed to by the Master Servicer or and the Special Servicer that the Master Servicer will determine and process, subject to the consent of the Special Servicer, such waiver and transaction) the Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan CombinationWhole Loan) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sale any rights arising out of sales or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Mortgage Loan Documents, and due-on-due on encumbrance provisions shall include, without limitation, any rights arising out of any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related Mortgage Loan Documents. The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicableapplicable (in each case, if it is the party processing the related request pursuant to the first paragraph of this Section 3.09(a)), shall notify in writing the other party, the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event)Trustee, the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event)Certificate Administrator, the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement), the Operating Advisor (only after the occurrence and during the continuance of a Control Termination Event) and, with respect to a Serviced Loan CombinationWhole Loan, the related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver an original to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Special Servicer or the Special Master Servicer, as applicableapplicable (in each case, if it is the party processing the related request pursuant to the first paragraph of this Section 3.09(a)), shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement. Further, subject to the terms of the related Mortgage Loan Documents and applicable law, the Master Special Servicer or the Special Master Servicer, as applicableapplicable (in each case, if it is the party processing the related request pursuant to the first paragraph of this Section 3.09(a)), shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the extent not prohibited by the applicable Mortgage Loan Documents and applicable law, the Master Special Servicer or Special the Master Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-on encumbrance provision, the Master Servicer, with respect to Performing non-Specially Serviced LoansLoans and subject to the consent of the Special Servicer, and the Special Servicer, with respect to Specially Serviced Loans, shall (i) promptly analyze such requestwaiver, including the preparation of written materials in connection with such analysis, and (ii) if approved, close the related transactiontransaction and, subject to the consent of the Special Servicer (in the case of Performing Serviced Loans) and the consultation and/or consent rights (if any) of the Controlling Class Representative (other than in respect of any Excluded Loan then subject to an Exclusion Period) or any related Whole Loan Directing Holder or the consultation rights of any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Sections Section 3.09(b), 3.21, 3.24, 3.25 and Section 3.293.27; provided, however, that neither the Master Servicer nor or the Special Servicer Servicer, as applicable, shall not enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Performing (i) non-Specially Serviced Loans, the Master Servicer and, in (subject to the case of Special Servicer’s consent) or (ii) with respect to Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision provision, the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or such other time as required by the any related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentenceparagraph) or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provisionsuch determination, the Master Special Servicer or the Special Master Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect to all Serviced Mortgage Loans and each Serviced Loan CombinationWhole Loans, the Special Servicer shall, prior to taking such an action or consenting to a proposed action of the Master Servicer pursuant to this Section 3.09, and prior to itself Servicer’s taking of such an action, (A) obtain the written consent of the related Directing Holder Controlling Class Representative (unless a Control Termination Event has occurred and is continuing and other than in respect of an applicable Excluded Loan then subject to an Exclusion Period) or (B) if a Control Termination Event has occurred and is continuing, consult with the Controlling Class Representative (unless a Consultation Termination Event has occurred and is continuing and other than in respect of an Excluded Loan then subject to an Exclusion Period) and other than with respect to the AB Whole Loan, for so long as the related Subordinate Companion Loan Holder or its designee is the related Whole Loan Directing Holder) or the related Whole Loan Directing Holder (with respect to the AB Whole Loan, for so long as the related Subordinate Companion Loan Holder or its designee is the related Whole Loan Directing Holder), as applicable), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative or the related Whole Loan Directing Holder Holder, as applicable, of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the Controlling Class Representative or the related Whole Loan Directing Holder Holder, as applicable, may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to Controlling Class Representative or the related Whole Loan Directing Holder Holder, as applicable, and the Master Servicer or the Special Servicer, as applicable. In addition, neither the Special Servicer or the Master Servicer nor the Special Servicer, as applicable, may not waive the rights of the lender or grant its consent under any “due-on-encumbrance” provision unless (1) the Master Special Servicer or the Special Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan CombinationWhole Loan) (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan or related Serviced Loan CombinationWhole Loan, as applicable, and the principal amount balance of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Special Servicer or the Master Servicer nor the Special Servicer, as applicable, may not waive the rights of the lender or grant its consent under any “due-on-sale” provision unless the Master Special Servicer or the Special Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan CombinationWhole Loan) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sale any rights arising out of sales or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Mortgage Loan Documents, and due-on-due on encumbrance provisions shall include, without limitation, any rights arising out of any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related Mortgage Loan Documents. The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, shall notify in writing the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event)other party, the Operating Advisor (after Trustee, the occurrence and during the continuance of an applicable Control Termination Event)Certificate Administrator, the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement), the Operating Advisor (only after the occurrence and during the continuance of a Control Termination Event) and, with respect to a Serviced Loan CombinationWhole Loan, the related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver an original to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Special Servicer or the Special Master Servicer, as applicable, shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement. Further, subject to the terms of the related Mortgage Loan Documents and applicable law, the Master Special Servicer or the Special Master Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the extent not prohibited by the applicable Mortgage Loan Documents and applicable law, the Master Special Servicer or Special the Master Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer, with respect to Performing Serviced Loans, and the Special Servicer, with respect to Specially Serviced Loans, shall (i) promptly analyze such requestwaiver, including the preparation of written materials in connection with such analysis, and (ii) if approved, close the related transaction, subject to the consent of the Special Servicer (in the case of Performing Serviced Loans) and the consultation and/or consent rights (if any) of the related Directing Holder or the consultation rights of any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and Section 3.29; provided, however, that neither the Master Servicer nor the Special Servicer shall enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Performing Serviced Loans, the Master Servicer andor, in the case of Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or such other time as required by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provisionsuch determination, the Master Servicer or the Special Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect to all Serviced Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer pursuant to this Section 3.09Servicer, and prior to itself taking such an action, obtain the written consent of the related Directing Holder (unless an applicable a Control Termination Event has occurred and is continuing), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the related Directing Holder of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the related Directing Holder may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the related Directing Holder and the Master Servicer or the Special Servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or grant its consent under any “due-on-encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan or related Serviced Loan Combination, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any each Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or grant its consent under any “due-on-sale” provision unless the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any each Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sale or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Loan Documents, and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related Loan Documents. The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event), the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement) and, with respect to a Serviced Loan Combination, the related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver an original to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special Servicer, as applicable, shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the extent not prohibited by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Upon receipt of any request of a consent or waiver or consent in respect of a due-on-sale or due-on-on encumbrance provision, the Master Servicer, with respect to Performing Serviced Loans, and the Special Servicer, Servicer shall (a) with respect to Specially Serviced Loans, determine, in a manner consistent with the Servicing Standard, or (b) with respect to non-Specially Serviced Loans, determine, in a manner consistent with the Servicing Standard (or, if mutually agreed to by the Master Servicer and the Special Servicer, the Master Servicer shall (i) promptly analyze such requestdetermine, including in a manner consistent with the preparation of written materials in connection with such analysis, Servicing Standard and (ii) if approved, close the related transaction, subject to the consent of the Special Servicer, whether to grant such waiver request and, if granted, shall promptly process such consent or waiver (including the preparation of written materials). The Master Servicer (in or the case of Performing Serviced Loans) and Special Servicer, as applicable, shall close the related transaction and, subject to the consultation and/or consent rights (if any) of the related Directing Holder Controlling Class Representative or the consultation rights of any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Sections Section 3.09(b), 3.21, 3.24, 3.25 and Section 3.293.27; provided, however, that neither the Master Servicer nor or the Special Servicer Servicer, as applicable, shall not enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Performing (i) non-Specially Serviced Loans, the Special Servicer or, if mutually agreed to by the Master Servicer andand the Special Servicer, in the case of Master Servicer (subject to the Special Servicer’s consent) or (ii) Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a waiver consent or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or such other time as required by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provision, the Special Servicer (or, with respect to non-Specially Serviced Loans, if mutually agreed to by the Master Servicer and the Special Servicer, the Master Servicer, subject to the Special Servicer’s consent) has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer or the Master Servicer has made any such determination to waive enforcement of a due-on-sale or due-on-encumbrance provision, the Special Servicer or the Master Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect to all Serviced Mortgage Loans and each Serviced Loan CombinationWhole Loans, the Special Servicer shall, prior to taking such an action or consenting to a proposed action of the Master Servicer pursuant to this Section 3.09, and prior to itself Servicer’s taking of such an action, (A) obtain the written consent of the related Directing Holder Controlling Class Representative (unless an applicable a Control Termination Event has occurred and is continuing) or (B) if a Control Termination Event has occurred and is continuing, consult with the Controlling Class Representative (unless a Consultation Termination Event has occurred and is continuing), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the related Directing Holder Controlling Class Representative of the written recommendation of the Master Special Servicer or the Special Servicer, as applicable, for such action and any additional information the related Directing Holder Controlling Class Representative may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to Controlling Class Representative and the related Directing Holder and Special Servicer. In addition, the Special Servicer or (if mutually agreed to by the Master Servicer or and the Special Servicer that the Master Servicer will determine whether to grant such waiver and, if granted, will process, subject to the consent of the Special Servicer, as applicable. In addition, neither such transaction) the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or not grant its consent under with respect to or waive any “due-on-encumbrance” provision unless (1) the Master Special Servicer or the Special Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan CombinationWhole Loan) (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan or related Serviced Loan CombinationWhole Loan, as applicable, and the principal amount balance of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Special Servicer or the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or not grant its consent under with respect to or waive any “due-on-sale” provision unless the Special Servicer or (in the case of a non-Specially Serviced Loan, if mutually agreed to by the Master Servicer or and the Special Servicer that the Master Servicer will determine and process, subject to the consent of the Special Servicer, such waiver and transaction) the Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan CombinationWhole Loan) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sale any rights arising out of sales or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Mortgage Loan Documents, and due-on-due on encumbrance provisions shall include, without limitation, any rights arising out of any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related Mortgage Loan Documents. The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicableapplicable (in each case, if it is the party processing the related request pursuant to the first paragraph of this Section 3.09(a)), shall notify in writing the other party, the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event)Trustee, the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event)Certificate Administrator, the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement), the Operating Advisor (only after the occurrence and during the continuance of a Control Termination Event) and, with respect to a Serviced Loan CombinationWhole Loan, the related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver an original to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Special Servicer or the Special Master Servicer, as applicableapplicable (in each case, if it is the party processing the related request pursuant to the first paragraph of this Section 3.09(a)), shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement. Further, subject to the terms of the related Mortgage Loan Documents and applicable law, the Master Special Servicer or the Special Master Servicer, as applicableapplicable (in each case, if it is the party processing the related request pursuant to the first paragraph of this Section 3.09(a)), shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the extent not prohibited by the applicable Mortgage Loan Documents and applicable law, the Master Special Servicer or Special the Master Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer, with respect to Performing Serviced Loans, and the Special Servicer, with respect to Specially Serviced Loans, shall (i) promptly analyze such request, including the preparation of written materials in connection with such analysis, and (ii) if approved, close the related transaction, subject to the consent of the Special Servicer (in the case of Performing Serviced Loans) and the consultation and/or consent rights (if any) of the related Directing Holder or the consultation rights of any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and Section 3.29; provided, however, that neither the Master Servicer nor the Special Servicer shall enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Performing Serviced Loans, the Master Servicer andor, in the case of Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or such other time as required by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer or the Special Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect to all Serviced Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to a proposed action of the Master Servicer pursuant to this Section 3.09, and prior to itself taking such an action, obtain the written consent of the related Directing Holder (unless an applicable Control Termination Event has occurred and is continuing), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the related Directing Holder of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the related Directing Holder may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the related Directing Holder and the Master Servicer or the Special Servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or grant its consent under any “due-on-encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan or related Serviced Loan Combination, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or grant its consent under any “due-on-sale” provision unless the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sale or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Loan Documents, and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related Loan Documents. The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event), the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement) and, with respect to a Serviced Loan Combination, the related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver an original to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special Servicer, as applicable, shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the extent not prohibited by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer, with respect to Performing Serviced Loans, and the Special Servicer, with respect to Specially Serviced Loans, shall (i) promptly analyze such requestwaiver, including the preparation of written materials in connection with such analysis, and (ii) if approved, close the related transaction, subject to the consent of the Special Servicer (in the case of Performing Serviced Loans) and the consultation and/or consent rights (if any) of the related Directing Holder Controlling Class Representative or the consultation rights of any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and Section 3.29; provided, however, that neither the Master Servicer nor the Special Servicer shall enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Performing Serviced Loans, the Master Servicer andor, in the case of Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or such other time as required by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provisionsuch determination, the Master Servicer or the Special Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect to all Serviced Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer pursuant to this Section 3.09Servicer, and prior to itself taking such an action, obtain the written consent of the related Directing Holder Controlling Class Representative (unless an applicable a Control Termination Event has occurred and is continuing), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the related Directing Holder Controlling Class Representative of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the related Directing Holder Controlling Class Representative may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the related Directing Holder Controlling Class Representative and the Master Servicer or the Special Servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer, as applicable, Servicer may waive the rights of the lender or grant its consent under any “due-on-due on encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan or related Serviced Loan Combination, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Master Servicer nor the Special Servicer, as applicable, Servicer may waive the rights of the lender or grant its consent under any “due-on-due on sale” provision unless the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sale or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Loan Documents, and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related Loan Documents. The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event), the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement) and, with respect to a Serviced Loan Combination, the related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver an original to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special Servicer, as applicable, shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the extent not prohibited permitted by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-on encumbrance provision, the Master Servicer, with respect to Performing Serviced Loans, and the Special Servicer, with respect to Specially Serviced Loans, shall (i) promptly analyze such requestwaiver, including the preparation of written materials in connection with such analysis, and (ii) if approved, will close the related transaction, subject to the consent of the Special Servicer (in the case of Performing Serviced Loans) and the consultation and/or consent rights (if any) of the related Directing Holder Controlling Class Representative or the consultation rights of any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Intercreditor Agreement and this Agreement, and subject to Sections Section 3.09(b), Section 3.21, Section 3.24, Section 3.25 and Section 3.29; 3.27 provided, however, that neither the Master Servicer nor the Special Servicer shall not enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a any Trust REMIC under the REMIC Provisions or cause either any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Performing Serviced Loans, the Master Servicer andor, in the case of Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or such other time as required by the related Co-Lender Intercreditor Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender the related Intercreditor Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provisionsuch determination, the Master Servicer or the Special Servicer, as applicable, Servicer shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect to all Serviced Mortgage Loans and each Serviced Loan CombinationWhole Loans, the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer pursuant to this Section 3.09Servicer, and prior to itself taking such an action, obtain the written consent of the related Directing Holder Controlling Class Representative (unless an applicable a Control Termination Event has occurred and is continuing), which consent shall be deemed given ten (10) 10 Business Days after receipt (unless earlier objected to) by the related Directing Holder Controlling Class Representative of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the related Directing Holder Controlling Class Representative may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the related Directing Holder Controlling Class Representative and the Master Servicer or the Special Servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer, as applicable, Servicer may waive the rights of the lender or grant its consent under any “due-on-encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan CombinationWhole Loan) (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan or related Serviced Loan CombinationWhole Loan, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,0005,000,000). Further, neither the Master Servicer nor the Special Servicer, as applicable, Servicer may waive the rights of the lender or grant its consent under any “due-on-sale” provision unless the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan CombinationWhole Loan) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). For the purposes With respect to each Companion Loan, no waiver of this Agreement, a due-on-sale provisions shall include, without limitation, sale or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Loan Documents, and due-on-encumbrance provisions shall includeprovision will be effective unless the Master Servicer or Special Servicer, without limitationas applicable, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor first consults with the related Companion Loan Holder or its owners, Companion Loan Holder Representative (if and to the extent prohibited required under the related Loan Documentsapplicable Intercreditor Agreement). The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event), the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement) and, with respect to a Serviced Loan CombinationWhole Loan, the related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver an original to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special Servicer, as applicable, shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the extent not prohibited permitted by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Upon receipt of any request of a waiver or a consent in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer, Servicer (with respect to Performing non-Specially Serviced Loans, Loans and subject to the consent of the Special Servicer) and the Special Servicer, Servicer (with respect to Specially Serviced Loans, ) shall (i) promptly analyze such requestconsent, including waiver or reasonable request (and in the preparation case of the Master Servicer to the extent it is recommending approval, prepare a written materials recommendation and analysis with all information reasonably available to the Master Servicer that the Special Servicer may reasonably request in connection with such analysisorder to withhold or grant its consent), and (ii) if approved, close the related transactiontransaction and, subject to the consent of the Special Servicer (in the case of Performing Serviced Loans) and the consultation and/or consent rights (if any) of the related Directing Holder Controlling Class Representative or the consultation rights of any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Sections Section 3.09(b), 3.21, 3.24, 3.25 and Section 3.293.27; provided, however, that neither the Master Servicer nor or the Special Servicer Servicer, as applicable, shall not enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Performing (i) non-Specially Serviced Loans, the Master Servicer and, in (subject to the case of Special Servicer’s consent) or (ii) with respect to Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a consent or waiver or consent in respect of a due-on-sale or due-on-encumbrance provision provision, the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or such other time as required by the any related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentenceparagraph) or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provisionsuch determination, the Master Special Servicer or the Special Master Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer or the Special Servicer, as applicable, Servicer is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Mortgage Loan Documents and there is no material waiver of any conditions or any other provisions of the related Mortgage Loan Documents Documents, with respect thereto. With respect to all Serviced Mortgage Loans and each Serviced Loan CombinationWhole Loans, the Special Servicer shall, prior to taking such an action or consenting to a proposed action of the Master Servicer pursuant to this Section 3.09, and prior to itself Servicer’s taking of such an action, (A) obtain the written consent of the related Directing Holder Controlling Class Representative (unless an applicable a Control Termination Event has occurred and is continuing) or (B) if a Control Termination Event has occurred and is continuing, consult with the Controlling Class Representative (unless a Consultation Termination Event has occurred and is continuing), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the related Directing Holder Controlling Class Representative of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the related Directing Holder Controlling Class Representative may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the related Directing Holder Controlling Class Representative and the Master Servicer or the Special Servicer, as applicable. In addition, neither the Special Servicer or the Master Servicer nor the Special Servicer, as applicable, may not waive the rights of the lender or grant its consent under any “due-on-encumbrance” provision unless (1) the Master Special Servicer or the Special Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan CombinationWhole Loan) (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan or related Serviced Loan CombinationWhole Loan, as applicable, and the principal amount balance of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Crossed Mortgage Loan Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Special Servicer or the Master Servicer nor the Special Servicer, as applicable, may not waive the rights of the lender or grant its consent under any “due-on-sale” provision unless the Master Special Servicer or the Special Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan CombinationWhole Loan) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Crossed Mortgage Loan Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sale any rights arising out of sales or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Mortgage Loan Documents, and due-on-due on encumbrance provisions shall include, without limitation, any rights arising out of any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related Mortgage Loan Documents. The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, shall notify in writing the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event)other party, the Operating Advisor (after Trustee, the occurrence and during the continuance of an applicable Control Termination Event)Certificate Administrator, the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement), the Operating Advisor (only after the occurrence and during the continuance of a Control Termination Event) and, with respect to a Serviced Loan CombinationWhole Loan, the related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver an original to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Special Servicer or the Special Master Servicer, as applicable, shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement. Further, subject to the terms of the related Mortgage Loan Documents and applicable law, the Master Special Servicer or the Special Master Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the extent not prohibited by the applicable Mortgage Loan Documents and applicable law, the Master Special Servicer or Special the Master Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.

Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-on encumbrance provision, the Master Servicer, with respect to Performing non-Specially Serviced LoansLoans and subject to the consent of the Special Servicer, and the Special Servicer, with respect to Specially Serviced Loans, shall (i) promptly analyze such requestwaiver, including the preparation of written materials in connection with such analysis, and (ii) if approved, close the related transactiontransaction and, subject to the consent of the Special Servicer (in the case of Performing Serviced Loans) and the consultation and/or consent rights (if any) of the Controlling Class Representative or any related Whole Loan Directing Holder or the consultation rights of any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Sections Section 3.09(b), 3.21, 3.24, 3.25 and Section 3.293.27; provided, however, that neither the Master Servicer nor or the Special Servicer Servicer, as applicable, shall not enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to all Performing (i) non-Specially Serviced Loans, the Master Servicer and, in (subject to the case of Special Servicer’s consent) or (ii) with respect to Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision provision, the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or such other time as required by the any related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentenceparagraph) or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provisionsuch determination, the Master Special Servicer or the Special Master Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect to all Serviced Mortgage Loans and each Serviced Loan CombinationWhole Loans, the Special Servicer shall, prior to taking such an action or consenting to a proposed action of the Master Servicer pursuant to this Section 3.09, and prior to itself Servicer’s taking of such an action, (A) obtain the written consent of the related Directing Holder Controlling Class Representative (unless an applicable a Control Termination Event has occurred and is continuing) or (B) if a Control Termination Event has occurred and is continuing, consult with the Controlling Class Representative (unless a Consultation Termination Event has occurred and is continuing) and other than with respect to the AB Whole Loan, for so long as the related Subordinate Companion Loan Holder or its designee is the related Whole Loan Directing Holder) or the related Whole Loan Directing Holder (with respect to the AB Whole Loan, for so long as the related Subordinate Companion Loan Holder or its designee is the related Whole Loan Directing Holder), as applicable), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative or the related Whole Loan Directing Holder Holder, as applicable, of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the Controlling Class Representative or the related Whole Loan Directing Holder Holder, as applicable, may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to Controlling Class Representative or the related Whole Loan Directing Holder Holder, as applicable, and the Master Servicer or the Special Servicer, as applicable. In addition, neither the Special Servicer or the Master Servicer nor the Special Servicer, as applicable, may not waive the rights of the lender or grant its consent under any “due-on-encumbrance” provision unless (1) the Master Special Servicer or the Special Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan CombinationWhole Loan) (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan or related Serviced Loan Combination, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or grant its consent under any “due-on-sale” provision unless the Master Servicer or the Special Servicer, as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sale or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Loan Documents, and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related Loan Documents. The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event), the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement) and, with respect to a Serviced Loan Combination, the related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver an original to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable. In connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special Servicer, as applicable, shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement. Further, subject to the terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable, shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance). To the extent not prohibited by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.,