Common use of Due-on-Sale Clauses Clause in Contracts

Due-on-Sale Clauses. Assumption and Substitution Agreements When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, to the extent an Authorized Officer thereof has actual knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Note; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law or if the Master Servicer reasonably believes in good faith it is not in the best interests of the Trust. An opinion of counsel at the expense of the Master Servicer delivered to the Trustee, the Depositor and the Certificate Insurer to the foregoing effect shall conclusively establish the reasonableness of such belief. In such event, the Master Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Note and, unless prohibited by applicable law or the Mortgage Documents, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Master Servicer is authorized to enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such person is substituted as Mortgagor and becomes liable under the Note; provided, however, that to the extent any such substitution of liability agreement would be delivered by the Master Servicer outside of its usual procedures for mortgage loans held in its own portfolio the Master Servicer shall, prior to executing and delivering such agreement, obtain the prior written consent of the Certificate Insurer. The Trustee shall execute any agreements presented to it by, and at the request of, the Master Servicer to effectuate the foregoing. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the File to which it relates) which copy shall be added by the Trustee to the related File and which shall, for all purposes, be considered a part of such File to the same extent as all other documents and instruments constituting a part thereof. The Master Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the required monthly payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven, except to the extent permitted by Section 8.02. Any fee collected by the Master Servicer or the Sub-Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Master Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Due-on-Sale Clauses. Assumption and Substitution Agreements ------------------------------------------------ Agreements. ---------- When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent an Authorized Officer thereof it has actual knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law or if the Master Servicer reasonably believes in good faith it is not in the best interests of the Trustlaw. An opinion Opinion of counsel Counsel at the expense of the Master Servicer (which expense shall constitute a Servicing Advance) delivered to the Trustee, Trustee and the Depositor and the Certificate Insurer to the foregoing effect shall conclusively establish the reasonableness of such belief. In such event, the Master Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the person Person to whom such property has been or is about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage DocumentsMortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Master Servicer is authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as Mortgagor and becomes liable under the Note; provided, however, that . In addition to the extent foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a person to whom such substitution of property shall be conveyed and releasing the original Mortgagor from liability agreement would be delivered by in the Master Servicer outside of its usual procedures for mortgage loans held in its own portfolio the Master Servicer shall, prior to executing and delivering such agreement, obtain the prior written consent best interest of the Certificate Insurer. The Trustee shall execute any agreements presented to it by, and at the request of, the Master Servicer to effectuate the foregoingCertificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (or the Custodian, as the case may be) the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee (or the Custodian, as the case may be) to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Master Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the required monthly payment Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven, except to the extent permitted by Section 8.02. Any fee collected by the Master Servicer or the Sub-Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Master Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Due-on-Sale Clauses. Assumption and Substitution Agreements ------------------------------------------------ Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor---------- Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains liable under the Note and/or Mortgage), the Master Servicer shall, to the extent an Authorized Officer thereof it has actual knowledge of such conveyance or prospective conveyance, exercise its the Trust's rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Note; provided, however, that the Master Servicer shall not exercise any such right -------- if the "due-on-sale" clauseclause is not enforceable under applicable law or under the related Note or if the Servicer is prohibited by law from doing so or (y) that the Servicer may not exercise such right if, in the reasonable belief of the Master Servicer, is not enforceable under applicable law or if determined in accordance with the Master Servicer reasonably believes in good faith it is not in Servicing Standard the best interests value of the Trust. An opinion of counsel at the expense of the Master Servicer delivered to the Trustee, the Depositor and the Certificate Insurer to the foregoing effect shall conclusively establish the reasonableness of Mortgage Loan would be enhanced by waiving such beliefprovision. In such event, the Master Servicer Servicer, subject to Section 4.01(d) hereof, shall make reasonable efforts to enter into an assumption and modification agreement with the person to whom such property Property has been or is about to be conveyed, pursuant to which such person becomes liable under the Note and, unless prohibited by applicable law or the Mortgage Documentsdocuments in the related File, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable lawlaw or the documents in the related File, the Master Servicer is authorized authorized, subject to Section 4.01(d) hereof, to enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such person is substituted as Mortgagor and becomes liable under the Note; provided, however, that to the extent any such substitution of liability agreement would be delivered by the Master Servicer outside of its usual procedures for mortgage loans held in its own portfolio the Master Servicer shall, prior to executing and delivering such agreement, obtain the prior written consent of the Certificate Insurer. The Trustee shall execute any agreements presented to it by, and at the request of, the Master Servicer to effectuate the foregoing. The Mortgage Loan, as assumed, -------- shall conform in all respects to the requirements, representations and warranties of this the Unaffiliated Seller's Agreement. The Master Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding forward to the Trustee the original copy of such assumption or substitution agreement (indicating the File to which it relates) agreement, which copy shall be added by the Trustee to the related File and which shall, for all purposes, be considered a part of such File to the same extent as all other documents and instruments constituting a part thereof. The Master Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, no material term of the required monthly payment Note (including but not limited to the related Coupon Rate and the Monthly Payment on the related Mortgage Loan shall not Loan) may be changed but and all such terms shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount and the Principal Balance of such Mortgage Loan shall not be changed nor shall any required monthly payments Monthly Payments of principal or interest be deferred or forgiven, except to the extent permitted by Section 8.02. Any fee collected by the Master Servicer or the Sub-Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Master Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Due-on-Sale Clauses. Assumption and Substitution Agreements ------------------------------------------------ Agreements. ----------- When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, to the extent an Authorized Officer thereof it has actual knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law or if the Master Servicer reasonably believes in good faith it is not in the best interests of the Trustlaw. An opinion Opinion of counsel Counsel at the expense of the Master Servicer (which expense shall constitute a Servicing Advance) delivered to the Trustee, Trustee and the Depositor and the Certificate Insurer to the foregoing effect shall conclusively establish the reasonableness of such belief. In such event, the Master Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the person Person to whom such property has been or is about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage DocumentsMortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Master Servicer is authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as Mortgagor and becomes liable under the Note; provided, however, that to the extent any such substitution of liability agreement would be delivered by the Master Servicer outside of its usual procedures for mortgage loans held in its own portfolio the Master Servicer shall, prior to executing and delivering such agreement, obtain the prior written consent of the Certificate Insurer. The Trustee shall execute any agreements presented to it by, and at the request of, the Master Servicer to effectuate the foregoing. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee (or the Custodian, as the case may be) the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee (or the Custodian, as the case may be) to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Master Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the required monthly payment Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven, except to the extent permitted by Section 8.02. Any fee collected by the Master Servicer or the Sub-Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Master Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.