Common use of Due on Sale/Due on Encumbrance Clause in Contracts

Due on Sale/Due on Encumbrance. (a) If any Home Loan contains a provision, in the nature of a "due-on- sale" clause, which by its terms: (i) provides that such Home Loan shall (or may at the related lender's option) become due and payable upon the sale or other transfer of an interest in any related Mortgaged Property; or (ii) provides that such Home Loan may not be assumed without the consent of the related lender in connection with any such sale or other transfer, then, for so long as such Home Loan is included in the Grantor Trust, the Servicer, on behalf of the Grantor Trustee, shall exercise any right the Grantor Trustee may have as the lender of record with respect to such Home Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any such sale or other transfer, in a manner consistent with the Accepted Servicing Procedures and subject to Section 4.10 or 7.01(c) hereof. (b) If any Home Loan contains a provision in the nature of a "due-on- encumbrance" clause, which by its terms: (i) provides that such Home Loan shall (or may at the related lender's option) become due and payable upon the creation of any lien or other encumbrance on any related Mortgaged Property; or (ii) requires the consent of the related lender to the creation of any such lien or other encumbrance on any related Mortgaged Property, then, for so long as such Home Loan is included in the Grantor Trust, the Servicer, on behalf of the Grantor Trustee, shall exercise any right the Grantor Trustee may have as the lender of record with respect to such Home Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any such lien or other encumbrance, in a manner consistent with the Accepted Servicing Standards and subject to Section 4.10 or 7.01(c) hereof. (c) If a Home Loan does not contain a "due-on-sale" clause or such clause is reasonably believed by the Servicer not to be enforceable under applicable law, then the Servicer shall enter into an assumption and modification agreement with the Person to whom any related Mortgaged Property has been or is about to be conveyed, pursuant to which such person becomes liable under the Debt Instrument and, unless prohibited by applicable law or the Home Loan documents, the Obligor remains liable thereon. In accordance with the Accepted Servicing Procedures, the Servicer shall have the authority to enter into a substitution of liability agreement with such person, pursuant to which the original Obligor is released from liability and such Person is substituted as Obligor and becomes liable under the Debt Instrument. The Servicer shall notify the Custodian that any such substitution or assumption agreement has been completed by forwarding to the Custodian a true and correct copy or, if available, an original of such substitution or assumption agreement, which copy or original shall be added by the Custodian to the related Grantor Trustee's Home Loan File. In connection with any assumption or substitution agreement entered into pursuant to this Section 7.01(c) hereof, the Servicer shall not change the Home Loan Interest Rate or the Monthly Payment, defer or forgive the payment of principal or interest, reduce the outstanding principal amount or extend the final maturity date on such Home Loan. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional Servicing Compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the 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 Home Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever. (d) Nothing in this Section 7.01 shall constitute a waiver of the Grantor Trustee's right to receive notice of any assumption of a Home Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property.

Due on Sale/Due on Encumbrance. (a) If any Home Loan contains a provision, in the nature of a "due-on- sale" clause, which by its terms: (i) provides that such Home Loan shall (or may at the related lender's option) become due and payable upon the sale or other transfer of an interest in any the related Mortgaged Property; or (ii) provides that such Home Loan may not be assumed without the consent of the related lender in connection with any such sale or other transfer, then, for so long as such Home Loan is included in the Grantor Trust, the Servicer, on behalf of the Grantor Indenture Trustee, shall exercise any right the Grantor Trust or the Indenture Trustee may have as the lender of record with respect to such Home Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any such sale or other transfer, in a manner consistent with the Accepted Servicing Procedures and subject to Section 4.10 or 7.01(c) hereofProcedures. (b) If any Home Loan contains a provision in the nature of a "due-on- encumbrance" clause, which by its terms: (i) provides that such Home Loan shall (or may at the related lender's option) become due and payable upon the creation of any lien or other encumbrance on any the related Mortgaged Property; or (ii) requires the consent of the related lender to the creation of any such lien or other encumbrance on any the related Mortgaged Property, then, for so long as such Home Loan is included in the Grantor Trust, the Servicer, on behalf of the Grantor TrusteeTrust, or the Indenture Trustee shall exercise any right the Grantor Indenture Trustee may have as the lender of record with respect to such Home Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any such lien or other encumbrance, in a manner consistent with the Accepted Servicing Standards and subject to Section 4.10 or 7.01(c) hereofStandards. (c) If a Home Loan does not contain a "due-on-sale" clause or such clause is reasonably believed by the Servicer not to be enforceable under applicable law, then the Servicer shall enter into an assumption and modification agreement with the Person to whom any related Mortgaged Property has been or is about to be conveyed, pursuant to which such person becomes liable under the Debt Instrument and, unless prohibited by applicable law or the Home Loan documents, the Obligor remains liable thereon. In accordance with the Accepted Servicing Procedures, the Servicer shall have the authority to enter into a substitution of liability agreement with such person, pursuant to which the original Obligor is released from liability and such Person is substituted as Obligor and becomes liable under the Debt Instrument. The Servicer shall notify the Custodian that any such substitution or assumption agreement has been completed by forwarding to the Custodian a true and correct copy or, if available, an original of such substitution or assumption agreement, which copy or original shall be added by the Custodian to the related Grantor Trustee's Home Loan File. In connection with any assumption or substitution agreement entered into pursuant to this Section 7.01(c) hereof, the Servicer shall not change the Home Loan Interest Rate or the Monthly Payment, defer or forgive the payment of principal or interest, reduce the outstanding principal amount or extend the final maturity date on such Home Loan. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional Servicing Compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the 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 Home Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever. (d) Nothing in this Section 7.01 shall constitute a waiver of the Grantor Indenture Trustee's right to receive notice of any assumption of a Home Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property.

Due on Sale/Due on Encumbrance. (a) If any Home Loan contains a provision, in the nature of a "due-on- sale" clause, which by its terms: (i) provides that such Home Loan shall (or may at the related lender's option) become due and payable upon the sale or other transfer of an interest in any the related Mortgaged Property; or (ii) provides that such Home Loan may not be assumed without the consent of the related lender in connection with any such sale or other transfer, then, for so long as such Home Loan is included in the Grantor Trust, the Servicer, on behalf of the Grantor Trustee, shall exercise any right the Grantor Trustee may have as the lender of record with respect to such Home Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any such sale or other transfer, in a manner consistent with the Accepted Servicing Procedures and subject to Section 4.10 or 7.01(c) hereofProcedures. (b) If any Home Loan contains a provision in the nature of a "due-on- encumbrance" clause, which by its terms: (i) provides that such Home Loan shall (or may at the related lender's option) become due and payable upon the creation of any lien or other encumbrance on any the related Mortgaged Property; or (ii) requires the consent of the related lender to the creation of any such lien or other encumbrance on any the related Mortgaged Property, then, for so long as such Home Loan is included in the Grantor Trust, the Servicer, on behalf of the Grantor Trustee, shall exercise any right the Grantor Trustee may have as the lender of record with respect to such Home Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any such lien or other encumbrance, in a manner consistent with the Accepted Servicing Standards and subject to Section 4.10 or 7.01(c) hereofStandards. (c) If a Home Loan does not contain a "due-on-sale" clause or such clause is reasonably believed by the Servicer not to be enforceable under applicable law, then the Servicer shall enter into an assumption and modification agreement with the Person to whom any related Mortgaged Property has been or is about to be conveyed, pursuant to which such person becomes liable under the Debt Instrument and, unless prohibited by applicable law or the Home Loan documents, the Obligor remains liable thereon. In accordance with the Accepted Servicing Procedures, the Servicer shall have the authority to enter into a substitution of liability agreement with such person, pursuant to which the original Obligor is released from liability and such Person is substituted as Obligor and becomes liable under the Debt Instrument. The Servicer shall notify the Custodian that any such substitution or assumption agreement has been completed by forwarding to the Custodian a true and correct copy or, if available, an original of such substitution or assumption agreement, which copy or original shall be added by the Custodian to the related Grantor Trustee's Home Loan File. In connection with any assumption or substitution agreement entered into pursuant to this Section 7.01(c) hereof, the Servicer shall not change the Home Loan Interest Rate or the Monthly Payment, defer or forgive the payment of principal or interest, reduce the outstanding principal amount or extend the final maturity date on such Home Loan. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional Servicing Compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the 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 Home Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever. (d) Nothing in this Section 7.01 shall constitute a waiver of the Grantor Trustee's right to receive notice of any assumption of a Home Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property.