Enforcement of Due-On-Sale Clauses; Due Clause Samples

Enforcement of Due-On-Sale Clauses; Due. On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions. (a) Subject to the terms of Section 2.03(d) hereof, if any Serviced Loan contains a provision in the nature of a “due-on-sale” clause (including, without limitation, sales or transfers of related Mortgaged Properties or Pledged Equity (in full or part) or the sale or transfer of direct or indirect interests in the related Obligor, its subsidiaries or its owners), which by its terms: (i) provides that such Loan will (or may at the lender’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interests in the Obligor, (ii) provides that such Loan may not be assumed without the consent of the related lender in connection with any such sale or other transfer, or (iii) provides that such Loan may be assumed or transferred without the consent of the lender, provided certain conditions set forth in the Loan Documents are satisfied, then, subject to the terms of Section 3.09(e) and 3.23 hereof, to the extent consistent with the Servicing Standard, applicable law and the Loan Documents, the Special Servicer on behalf of the Issuer shall take such actions as directed by the Controlling Holder pursuant to Section 2.03(d), or if not so directed, shall enforce or waive such provision as it determines in accordance with the Servicing Standard; provided that the Special Servicer shall not waive, without first satisfying the Rating Agency Condition, any “due-on-sale” clause under any Loan with respect to which (i) the proposed sale, transfer or assumption represents either (A) a controlling interest in the related Obligor or (B) greater than 49% of the total ownership interest in the Mortgaged Property or the Obligor, and (ii) for which the related Collateral Interest (A) represents 5.0% or more of the principal balance of all the Collateral Interests owned by the Issuer, (B) has a principal balance of over $35,000,000 or (C) is one of the 10 largest Collateral Interests (based on principal balance) owned by the Issuer; provided, further, that the Special Servicer shall not be required to enforce any such due-on-sale clauses and in connection therewith shall not be required to (x) accelerate the payments thereon, (y) withhold its consent to such an assumption or (z) satisfy the Rating Agency Condition with respect thereto if the Special Servicer determines, in accordance with the Servicing Standard (1) that such provision is not enf...