Common use of Enforcement of Due-On-Sale Clauses; Assumption Agreements Clause in Contracts

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.13, when any property Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall use reasonable efforts, to the extent that it has actual knowledge of such conveyance, to enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In If (i) the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.13(b), to take or enter into an assumption and modification agreement from or with the person Person to whom such property Mortgaged 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 state law, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.13(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.13 by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyancethe conveyance and in accordance with the Servicing Standard, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such these rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such the Mortgage Note or Mortgage is not otherwise so required under such the Mortgage Note or Mortgage as a condition to such the transfer. In the event that If (i) the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause, or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such the property has been or is about to be conveyed, pursuant to which such the person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the . The Mortgage Loan shall must continue to be covered (if so covered before the Master Servicer enters such into the agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such the Person, pursuant to which the original Mortgagor is released from liability and such the Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason 3.11 because of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyancethe conveyance and in accordance with the Servicing Standard, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such these rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such the Mortgage Note or Mortgage is not otherwise so required under such the Mortgage Note or Mortgage as a condition to such the transfer. In If (i) the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause, or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such the property has been or is about to be conveyed, pursuant to which such the person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the . The Mortgage Loan shall must continue to be covered (if so covered before the Master Servicer enters such into the agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such the Person, pursuant to which the original Mortgagor is released from liability and such the Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason 3.11 because of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding “due-on-sale” clause applicable thereto; provided, however, that the foregoing, the Master Servicer is shall not required to exercise any such rights with respect to a Mortgage Loan right if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or if such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions” or “contributions” after the startup day under the REMIC Provisions. The Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee (or, if applicable, the Custodian) the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the Servicer for entering into an assumption or substitution of liability agreement shall be paid to the Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or otherwise in violation of any of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on-sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or 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 state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing“due-on-sale” clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions” or “contributions” after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 2.12, when any property Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall use reasonable efforts, to the extent that it has actual knowledge of such conveyance, to enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In If (i) the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b2.12(b), to take or enter into an assumption and modification agreement from or with the person Person to whom such property Mortgaged 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 state law, the Mortgagor remains liable thereon, ; provided that the BANA Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b2.12(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 2.12 by reason of any transfer or assumption which the Master Servicer it reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the The Master Servicer shall not be deemed to be in default under this Section by reason of notify the Trustee that any transfer such substitution, modification or assumption agreement has been completed by forwarding to the Co-Trustee the executed original of such substitution or assumption agreement, which document shall be added to the Master Servicer reasonably believes it is restricted by law from preventingrelated Mortgage File and shall, for any reason whatsoeverall purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 1.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master EMC Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master EMC Servicer is not required to exercise such rights with respect to a an EMC Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master EMC Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master EMC Servicer is authorized, subject to Section 3.10(b)1.11(b) of this Exhibit K, to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the EMC Mortgage Loan shall continue to be covered (if so covered before the Master EMC Servicer enters such agreement) by the applicable Required Insurance Policies. The Master EMC Servicer, subject to Section 3.10(b)1.11(b) of this Exhibit K, is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master EMC Servicer shall not be deemed to be in default under this Section 1.11(a) by reason of any transfer or assumption which that the Master EMC Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, conveyance enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent extent, in the Servicer’s reasonable judgment, enforcement is permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters into such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding “due-on-sale” clause applicable thereto; provided, however, that the foregoing, the Master Servicer is shall not required to exercise any such rights with respect to a Mortgage Loan right if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or if such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions” or “contributions” after the startup day under the REMIC Provisions. The Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee (or the Custodian) the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the Servicer for entering into an assumption or substitution of liability agreement shall be retained by the Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or otherwise in violation of any of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer Subservicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer Subservicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer Subservicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer Subservicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer Subservicer enters such agreement) by the applicable Required Insurance Policies. The Master ServicerSubservicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer Subservicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which that the Master Servicer Subservicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy; provided, however, that the Servicer shall not exercise any such right if the due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law. An opinion of counsel, which shall be reimbursable as a Servicing Advance (to the extent it is an "unanticipated expense" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)), delivered to the Securities Administrator, Master Servicer, Trustee and the Depositor shall conclusively establish the reasonableness of such belief to the extent permitted under applicable law. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or 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 state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.13, when any property Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the Master related Servicer shall use reasonable efforts, to the extent that it has actual knowledge of such conveyance, to enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master a Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In If (i) the event that the Master related Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master related Servicer is authorized, subject to Section 3.10(b3.13(b), to take or enter into an assumption and modification agreement from or with the person Person to whom such property Mortgaged 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 state law, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master related Servicer enters such agreement) by the applicable Required Insurance Policies. The Master related Servicer, subject to Section 3.10(b3.13(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master a Servicer shall not be deemed to be in default under this Section 3.13 by reason of any transfer or assumption which the Master such Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-on- sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.13, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall or the related Servicer shall, to the extent that it has knowledge of such conveyanceconveyance and in accordance with the Servicing Standard, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, neither the Master Servicer nor the related Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that (i) the Master Servicer or the related Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.13(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.13(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.13 by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (ai) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3(m)(ii), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if if-so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3(m)(ii), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on-sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause REMIC I to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided Each Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in this Sectionany related Mortgage or Mortgage Note and to deny assumption by the person to whom the Mortgaged Property has been or is about to be sold whether by absolute conveyance or by contract of sale, when any property subject to a and whether or not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the Master related Servicer shall shall, to the extent that it has knowledge of such conveyance, enforce any exercise its rights to accelerate the maturity of such Mortgage Loan under the "due-on-sale sale" clause contained in any Mortgage Note or Mortgageapplicable thereto, to the extent permitted under applicable law and governmental regulationsprovided, but only to the extent however, that such enforcement will Servicer shall not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Insurance Policy, if any. If a Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale sale" clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master such Servicer is authorized, subject to Section 3.10(b), to take or shall enter into (i) an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, and the original Mortgagor remains liable thereon, provided thereon or (ii) in the event such Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Loan shall continue to be covered (if so covered before the Master Note and such Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with has the prior approval consent of the insurers under any Required Insurance Policies to enter into primary mortgage guaranty insurer, a substitution of liability agreement with such Person, the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and such Person the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master a Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master such Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever. In connection with any such assumption, no material term of the Mortgage Note, including without limitation, the Mortgage Rate borne by the related Mortgage Note, the term of the Mortgage Loan or the outstanding principal amount of the Mortgage Loan shall be changed. Subject to each Servicer's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and 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. Any fee collected by a Servicer for entering into an assumption or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, conveyance enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent extent, in the Servicer’s reasonable judgment, enforcement is permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Xxxxxxxxx and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if if-so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the The Master Servicer shall not be deemed to be in default under this Section by reason of notify the Trustee that any transfer such substitution, modification or assumption agreement has been completed by forwarding to the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the Master Servicer reasonably believes it is restricted by law from preventingrelated Mortgage File and shall, for any reason whatsoeverall purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing“due-on-sale” clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions” or “contributions” after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or otherwise in violation of any of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to When a Mortgage Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall shall, except as set forth below, to the extent that it has knowledge of such conveyance or prospective conveyance, enforce exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any Mortgage Note or Mortgagesuch right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the extent permitted under applicable law and governmental regulations, but only to the extent enforcement of any "due-on-sale" clause that such enforcement will not would adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding An Opinion of Counsel at the foregoing, expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent Depositor shall conclusively establish the reasonableness of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event Servicer's belief that the Master Servicer is prohibited by law from enforcing any such "due-on-sale clausesale" clause is not enforceable under applicable law, or if coverage under any Required Insurance Policy would but which shall not be adversely affected, or if nonenforcement is otherwise permitted hereunderrequired. In such event, the Master Servicer is authorized, subject shall make reasonable efforts to Section 3.10(b), to take or enter into an assumption and modification agreement from or 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 state lawlaw or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause or take any of the above actions if the Servicer believes the collections and other recoveries in respect of the Mortgage Loan would be maximized if the Mortgage Loan were not accelerated and such actions not taken. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Master Servicer and 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 Mortgage File to which it relates), which copy shall be added by the Trustee 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 Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the 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. 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 under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance or prospective conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy; provided, however, that the Servicer shall not exercise any such right if the due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law. An opinion of counsel, which shall be reimbursable as a Servicing Advance to the extent provided in Section 3.08(a)(ii) hereof, delivered to the Trustee and the Depositor to the foregoing shall conclusively establish the reasonableness of such belief, but which shall not be required. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or 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 state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or 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 state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided In any case in this Section, when any property subject which a Mortgaged Property is about to a Mortgage has been be conveyed by the MortgagorMortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Master Mortgagor remains liable thereon) and the Servicer shall to the extent that it has knowledge of such prospective conveyance, the Servicer shall effect assumptions in accordance with the terms of any due-on-sale provision contained in the related Mortgage Note or Mortgage. The Servicer shall enforce any due-on-sale clause provision contained in any such Mortgage Note or Mortgage, Mortgage to the extent the requirements thereunder for an assumption of the Mortgage Loan have not been satisfied to the extent permitted under the terms of the related Mortgage Note, unless such provision is not exercisable under applicable law and governmental regulationsregulations or in the Servicer's judgment, but only such exercise is reasonably likely to result in legal action by the extent that Mortgagor, or such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policyconveyance is in connection with a permitted assumption of the related Mortgage Loan. Notwithstanding Subject to the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the related Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Interest Rate with respect to such Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policiesremain unchanged. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized to release the original Mortgagor from liability upon the Mortgage Loan and substitute the new Mortgagor as obligor thereon. In connection with such assumption or substitution, the prior approval Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual for mortgage loans similar to the Mortgage Loans and as it applies to mortgage loans owned solely by it. The 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, which copy shall be added by the Trustee to the related Mortgage File and 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. In connection with any such assumption or substitution agreement, the Mortgage Interest Rate of the insurers under any Required Insurance Policies to enter related Mortgage Note and the payment terms shall not be changed. Any fee collected by the Servicer for entering into a an assumption or substitution of liability agreement with such Person, pursuant to which will be retained by the original Mortgagor is released from liability and such Person is substituted Servicer as Mortgagor and becomes liable under the Mortgage Noteservicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer conveyance by the Mortgagor of the property subject to the Mortgage or any assumption of a Mortgage Loan by operation of law which the Master Servicer reasonably believes in good faith determines it is may be restricted by law from preventing, for any reason whatsoever, or if the exercise of such right would impair or threaten to impair any recovery under any applicable insurance policy or, in the Servicer's judgment, be reasonably likely to result in legal action by the Mortgagor.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding “due-on-sale” clause applicable thereto; provided, however, that the foregoing, the Master Servicer is shall not required to exercise any such rights with respect to a Mortgage Loan right if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or if such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions” or “contributions” after the startup day under the REMIC Provisions. The Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the Servicer for entering into an assumption or substitution of liability agreement shall be retained by the Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or otherwise in violation of any of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided In any case in this Section, when any property subject which a Mortgaged Property is about to a Mortgage has been be conveyed by the MortgagorMortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains liable thereon) and the Master Servicer has knowledge of such prospective conveyance, the Master Servicer shall to effect assumptions in accordance with the extent that it has knowledge terms of such conveyance, any due-on-sale provision contained in the related Mortgage Note or Mortgage. The Master Servicer shall enforce any due-on-sale clause provision contained in any such Mortgage Note or Mortgage, Mortgage to the extent the requirements thereunder for an assumption of the Mortgage Loan have not been satisfied to the extent permitted under the terms of the related Mortgage Note, unless such provision is not exercisable under applicable law and governmental regulationsregulations or in the Master Servicer's judgment, but only such exercise is reasonably likely to result in legal action by the extent that Mortgagor, or such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policyconveyance is in connection with a permitted assumption of the related Mortgage Loan. Notwithstanding Subject to the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the related Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Interest Rate with respect to such Mortgage Loan shall continue remain unchanged. The Master Servicer is also authorized, to be covered (if so covered before release the original Mortgagor from liability upon the Mortgage Loan and substitute the new Mortgagor as obligor thereon. In connection with such assumption or substitution, the Master Servicer enters shall apply such agreement) underwriting standards and follow such practices and procedures as shall be normal and usual for mortgage loans similar to the Mortgage Loans and as it applies to mortgage loans owned solely by the applicable Required Insurance Policiesit. The Master ServicerServicer 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, subject which copy shall be added by the Trustee to Section 3.10(b)the related Mortgage File and shall, is also authorized 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. In connection with any such assumption or substitution agreement, the prior approval Mortgage Interest Rate of the insurers under any Required Insurance Policies to enter related Mortgage Note and the payment terms shall not be changed. Any fee collected by the Master Servicer for entering into a an assumption or substitution of liability agreement with such Person, pursuant to which will be retained by the original Mortgagor is released from liability and such Person is substituted Master Servicer as Mortgagor and becomes liable under the Mortgage Noteservicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer conveyance by the Mortgagor of the property subject to the Mortgage or any assumption of a Mortgage Loan by operation of law which the Master Servicer reasonably believes in good faith determines it is may be restricted by law from preventing, for any reason whatsoever, or if the exercise of such right would impair or threaten to impair any recovery under any applicable insurance policy or, in the Master Servicer's judgment, be reasonably likely to result in legal action by the Mortgagor.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on- sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding “due-on-sale” clause applicable thereto; provided, however, that the foregoing, the Master Servicer is shall not required to exercise any such rights with respect to a Mortgage Loan right if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or if such exercise would result in non- coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions” or “contributions” after the startup day under the REMIC Provisions. The Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee (or, if applicable, the Custodian) the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the Servicer for entering into an assumption or substitution of liability agreement shall be paid to the Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or otherwise in violation of any of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyancethe conveyance and in accordance with the Servicing Standard, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such these rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such the Mortgage Note or Mortgage is not otherwise so required under such the Mortgage Note or Mortgage as a condition to such the transfer. In the event that If (i) the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such the property has been or is about to be conveyed, pursuant to which such the person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the . The Mortgage Loan shall must continue to be covered (if so covered before the Master Servicer enters such into the agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such the Person, pursuant to which the original Mortgagor is released from liability and such the Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason 3.11 because of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy"due-on- sale" clause applicable thereto; 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any insurance policy. Notwithstanding In the foregoingevent the Master Servicer is prohibited from exercising such right, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.13, when any property Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall use reasonable efforts, to the extent that it has actual knowledge of such conveyance, to enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In If (i) the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.13(b), to take or enter into an assumption and modification agreement from or with the person Person to whom such property Mortgaged 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 state law, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.13(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.13 by reason of any transfer or assumption which the Master Servicer it reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to When a Mortgage Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall shall, except as set forth below, to the extent that it has knowledge of such conveyance or prospective conveyance, enforce exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any Mortgage Note or Mortgagesuch right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding An Opinion of Counsel at the foregoing, expense of the Master Servicer is not required (which the expense shall constitute a Servicing Advance) delivered to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto Trustee and the consent Depositor shall conclusively establish the reasonableness of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event Servicer's belief that the Master Servicer is prohibited by law from enforcing any such "due-on-sale clausesale" clause is not enforceable under applicable law, or if coverage under any Required Insurance Policy would but which shall not be adversely affected, or if nonenforcement is otherwise permitted hereunderrequired. In such event, the Master Servicer is authorized, subject shall make reasonable efforts to Section 3.10(b), to take or enter into an assumption and modification agreement from or 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 state lawlaw or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding In addition to the foregoing, the Master 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 property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The 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 Mortgage File to which it relates) which copy shall be added by the Trustee 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 Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the 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. 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 under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b)) of this Agreement, to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b)) of this Agreement, is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyancethe conveyance and in accordance with the Servicing Standard, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such these rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such the Mortgage Note or Mortgage is not otherwise so required under such the Mortgage Note or Mortgage as a condition to such the transfer. In If (i) the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such the property has been or is about to be conveyed, pursuant to which such the person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the . The Mortgage Loan shall must continue to be covered (if so covered before the Master Servicer enters such into the agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such the Person, pursuant to which the original Mortgagor is released from liability and such the Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason 3.11 because of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, conveyance enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent extent, in the Servicer’s reasonable judgment, enforcement is permitted under applicable law and governmental regulations, but only provided, however, that the Servicer shall not be required to take such action if, in its sole business judgment, the extent that such enforcement will Servicer believes it is not adversely affect or jeopardize coverage under any Required Insurance Policyin the best interests of the Trust. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Xxxxxxxxx and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 1.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the EMC Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the EMC Master Servicer is not required to exercise such rights with respect to a an EMC Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the EMC Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the EMC Master Servicer is authorized, subject to Section 3.10(b)1.11(b) of this Exhibit K, to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the EMC Mortgage Loan shall continue to be covered (if so covered before the EMC Master Servicer enters such agreement) by the applicable Required Insurance Policies. The EMC Master Servicer, subject to Section 3.10(b)1.11(b) of this Exhibit K, is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the EMC Master Servicer shall not be deemed to be in default under this Section 1.11(a) by reason of any transfer or assumption which that the EMC Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided In any case in this Section, when any property subject which a Mortgaged Property is about to a Mortgage has been be conveyed by the MortgagorMortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains liable thereon) and the Master Servicer has knowledge of such prospective conveyance, the Master Servicer shall to effect assumptions in accordance with the extent that it has knowledge terms of such conveyance, any due-on-sale provision contained in the related Mortgage Note or Mortgage. The Master Servicer shall enforce any due-on-sale clause provision contained in any such Mortgage Note or Mortgage, Mortgage to the extent the requirements thereunder for an assumption of the Mortgage Loan have not been satisfied to the extent permitted under the terms of the related Mortgage Note, unless such provision is not exercisable under applicable law and governmental regulationsregulations or in the Master Servicer's judgment, but only such exercise is reasonably likely to result in legal action by the extent that Mortgagor, or such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policyconveyance is in connection with a permitted assumption of the related Mortgage Loan. Notwithstanding Subject to the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the related Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Interest Rate with respect to such Mortgage Loan shall continue remain unchanged. The Master Servicer is also authorized to be covered (if so covered before release the original Mortgagor from liability upon the Mortgage Loan and substitute the new Mortgagor as obligor thereon. In connection with such assumption or substitution, the Master Servicer enters shall apply such agreement) underwriting standards and follow such practices and procedures as shall be normal and usual for mortgage loans similar to the Mortgage Loans and as it applies to mortgage loans owned solely by the applicable Required Insurance Policiesit. The Master ServicerServicer 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, subject which copy shall be added by the Trustee to Section 3.10(b)the related Mortgage File and shall, is also authorized 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. In connection with any such assumption or substitution agreement, the prior approval Mortgage Interest Rate of the insurers under any Required Insurance Policies to enter related Mortgage Note and the payment terms shall not be changed. Any fee collected by the Master Servicer for entering into a an assumption or substitution of liability agreement with such Person, pursuant to which will be retained by the original Mortgagor is released from liability and such Person is substituted Master Servicer as Mortgagor and becomes liable under the Mortgage Noteservicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer conveyance by the Mortgagor of the property subject to the Mortgage or any assumption of a Mortgage Loan by operation of law which the Master Servicer reasonably believes in good faith determines it is may be restricted by law from preventing, for any reason whatsoever, or if the exercise of such right would impair or threaten to impair any recovery under any applicable insurance policy or, in the Master Servicer's judgment, be reasonably likely to result in legal action by the Mortgagor.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.14, when any property Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall use reasonable efforts, to the extent that it has actual knowledge of such conveyance, to enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In If (i) the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.14(b), to take or enter into an assumption and modification agreement from or with the person Person to whom such property Mortgaged 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 state law, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.14(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.14 by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyanceconveyance and in accordance with the Servicing Standard, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that (i) the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.11 by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause or due-on encumbrance clauses contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed conveyed, encumbered or is proposed to be conveyed or encumbered satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clauseor due-on-encumbrance clauses, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyedconveyed or encumbered, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if if-so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on-sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided In any case in this Section, when which the Master Servicer is notified by any property subject Mortgagor that a Mortgaged Property relating to a Mortgage Loan has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any the related Mortgage Note or Mortgage, to the extent permitted under the terms of the related Mortgage Note and by applicable law and governmental regulationsunless the Master Servicer reasonably believes such enforcement is likely to result in legal action by the Mortgagor. The Master Servicer may repurchase a Mortgage Loan at the Purchase Price when the Master Servicer requires acceleration of the Mortgage Loan, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, if the Master Servicer is not required satisfied, as evidenced by an Officer's Certificate delivered to exercise the Trustee, that either (i) such rights with respect to a Mortgage Loan is in default or default is reasonably foreseeable or (ii) if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage Loan is not otherwise so required under in default or default is not reasonably foreseeable, such Mortgage Note repurchase will have no adverse tax consequences for the Trust Fund or Mortgage as a condition to such transferany Certificateholder. In the event that If the Master Servicer is prohibited by reasonably believes that such due-on-sale clause cannot be enforced under applicable law from enforcing any such or if the Mortgage Loan does not contain a due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, authorized to consent to a conveyance subject to Section 3.10(b)the lien of the Mortgage, and to take or enter into an assumption and modification agreement from or 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 related Mortgage Note and, and unless prohibited by applicable state law, the such Mortgagor remains liable thereon, provided on condition, however, that the related Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters into such agreement) by the applicable Required any Primary Insurance PoliciesPolicy. The Master ServicerServicer shall notify the Trustee, subject whenever possible, before the completion of such assumption agreement, and shall forward to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such Person, pursuant to which Trustee the original Mortgagor is released from liability copy of such assumption agreement, which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Person is substituted Mortgage File to the same extent as Mortgagor all other documents and becomes liable under instruments constituting a part thereof. In connection with any such assumption agreement, the interest rate on the related Mortgage Loan shall not be changed and no other material alterations in the Mortgage NoteLoan shall be made unless such material alteration would not cause the REMIC Trust to fail to qualify as a REMIC for federal income tax purposes, as evidenced by an Opinion of Counsel. Notwithstanding the foregoing, Any fee or additional interest collected by the Master Servicer shall not for consenting to any such conveyance or entering into any such assumption agreement may be deemed to be in default under this Section retained by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoeveras additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.10(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Xxxxxxxxx and becomes liable under the Mortgage Note. The Master Servicer shall notify the Indenture Trustee that any such substitution, modification or assumption agreement has been completed by forwarding to the Indenture Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and 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. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.10(a) by reason of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.13, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such conveyanceconveyance and in accordance with the Servicing Standard, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that (i) the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.13(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.13(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.13 by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding “due-on-sale” clause applicable thereto; provided, however, that the foregoing, the Master Servicer is shall not required to exercise any such rights with respect to a Mortgage Loan right if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or if such exercise would result in non- coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions” or “contributions” after the startup day under the REMIC Provisions. The Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the Servicer for entering into an assumption or substitution of liability agreement shall be retained by the Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or otherwise in violation of any of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Xxxxxxxxx and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any the related Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required required Primary Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing“due-on-sale” clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause REMIC I or REMIC II to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions” or “contributions” after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, conveyance enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent extent, in the Servicer’s reasonable judgment, enforcement is permitted under applicable law and governmental regulations, but only provided, however, that the Servicer shall not be required to take such action if, in its sole business judgment, the extent that such enforcement will Servicer believes it is not adversely affect or jeopardize coverage under any Required Insurance Policyin the best interests of the Trust. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b4.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b4.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect 103 or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the The Master Servicer shall not be deemed to be in default under this Section by reason of notify the Trustee that any transfer such substitution, modification or assumption agreement has been completed by forwarding to the Co-Trustee the executed original of such substitution or assumption agreement, which document shall be added to the Master Servicer reasonably believes it is restricted by law from preventingrelated Mortgage File and shall, for any reason whatsoeverall purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing“due-on-sale” clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions” or “contributions” after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.12(a), when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer or the related Sub-Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.12(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.12(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.12(a) by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-on- sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.Section

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on-sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable 95 thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, conveyance enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent extent, in the Servicer's reasonable judgment, enforcement is permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing“due-on-sale” clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause REMIC I to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions” or “contributions” after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on- sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy or the applicable Required Supplementary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject The Servicer will use its best efforts to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any "due-on-sale clause sale" provision contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited deny assumption by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property the Mortgaged Property has been or is about to be conveyedsold, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited whether by applicable state law, absolute conveyance or by contract of sale and whether or not the Mortgagor remains liable thereonon the Mortgage and the Mortgage Note, provided that in accordance with the terms of the Mortgage Note, the Servicer may permit an assumption (i) if the Servicer reasonably believes it is unable under Applicable Requirements to enforce such "due-on-sale" clause or (ii) if the enforcement of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. In connection with any such assumption, the related Mortgage Rate, the Principal Balance and the term of the Mortgage Loan shall continue may not be changed. If an assumption is allowed pursuant to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to this Section 3.10(b3.12(a), the Servicer is also authorized with authorized, at the prior approval of the insurers under any Required Insurance Policies Servicer's discretion, to enter into prepare a substitution of liability agreement with such Person, to be entered into by the Trustee on behalf of he Certficateholders and the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and such Person the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer Any such substitution of liability agreement shall not be deemed to be in default under this Section lieu of an assumption agreement. If an assumption fee is collected by reason the Servicer for entering into an assumption agreement the entire amount of any transfer or assumption which such fee may be retained by the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoeveras additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on-sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMIC I Trust Fund to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters into such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not 36 42 be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.13, when any property Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall use reasonable efforts, to the extent that it has actual knowledge of such conveyance, to enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that If (i) the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.13(b), to take or enter into an assumption and modification agreement from or with the person Person to whom such property Mortgaged 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 state law, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.13(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.13 by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.assumption

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted 109 by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on-sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.13, when any property Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall use reasonable efforts, to the extent that it has actual knowledge of such conveyance, to enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that If (i) the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.13(b), to take or enter into an assumption and modification agreement from or with the person Person to whom such property Mortgaged 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 state law, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.13(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.13 by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not Table of Contents required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (ai) Except as otherwise provided in this SectionSection 4(b), when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master related Servicer shall shall, to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master related Servicer is not required to exercise such rights with respect to a Pledged Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that (A) the Master related Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (B) coverage under any Required Insurance Policy would be adversely affected, (C) the Mortgage Note does not include a due-on-sale clause or if permits assumptions of the Mortgage Note subject to certain conditions, or (D) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorizedauthorized by the related Servicing Agreement, subject to Section 3.10(b)certain provisions of the related Servicing Agreement, to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Pledged Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b)certain provisions of the related Servicing Agreement, is 66 71 also authorized by the related Servicing Agreement with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this the applicable Section of the related Servicing Agreement by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyanceconveyance and in accordance with the Servicing Standard, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that (i) the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.11 by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, conveyance enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent extent, in the Servicer’s reasonable judgment, enforcement is permitted under applicable law and governmental regulations, but only provided, however, that the Servicer shall not be required to take such action if, in its sole business judgment, the extent that such enforcement will Servicer believes it is not adversely affect or jeopardize coverage under any Required Insurance Policyin the best interests of the Trust. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Moxxxxxxx xnd becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding The Master Servicer shall notify the foregoingTrustee and the Guarantor that any such substitution, modification or assumption agreement has been completed by forwarding to the Co-Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and 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. If the Class BV Certificates are no longer outstanding or if the number of Mortgage Loans in Loan Group 2 and Loan Group 3 which have been the subject of a substitution, modification or assumption agreement exceeds 5% of the number of Mortgage Loans in Loan Group 2 and Loan Group 3 as of the Closing Date, the Master Servicer shall not take or enter into any substitution, assumption or modification agreement without obtaining the prior written consent of the Guarantor to such substitution, assumption or modification agreement. The Master Servicer shall submit to the Guarantor, with its request for consent, such information related to the proposed substitution, assumption or modification agreement as can be deemed expected to be in default under this Section needed by reason of any transfer or assumption which the Guarantor to evaluate the Master Servicer reasonably believes it is restricted by law from preventingServicer's request, including the terms of the proposed substitution, assumption or modification and the reasons for any reason whatsoever.the Master Servicer's decision that such substitution, assumption or modification agreement should be taken or entered into with respect to such Loan Group 2 or Loan Group 3 Mortgage Loan. The Guarantor shall be

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage 57 Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will shall not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b2.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b2.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing. The Master Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed by forwarding to the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for any reason whatsoeverall purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Xxxxxxxxx and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on-sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the The Master Servicer shall not be deemed enter into any substitution or assumption with respect to be in default a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under this Section by reason the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any transfer tax on "prohibited transactions" or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever."contributions" after the

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (ai) Except as otherwise provided in this SectionSection 3(m), when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall or the related Servicer shall, to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, neither the Master Servicer nor the related Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that (A) the Master Servicer or the related Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (B) coverage under any Required Insurance Policy would be adversely affected, (C) the Mortgage Note does not include a due-on-sale clause or if (D) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3(m)(ii), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3(m)(ii), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3(m) by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (ai) Except as otherwise provided in this SectionSection 3(m), when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall or the related Servicer shall, to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, neither the Master Servicer nor the related Servicer is not required to exercise such rights with respect to a Pledged Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that (A) the Master Servicer or the related Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (B) coverage under any Required Insurance Policy would be adversely affected, (C) the Mortgage Note does not include a due-on-sale clause or if (D) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3(m)(ii), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Pledged Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3(m)(ii), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.such

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing“due-on-sale” clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions”or “contributions” after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.13, when any property Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall use reasonable efforts, to the extent that it has actual knowledge of such conveyance, to enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In If (i) the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.13(b), to take or seek to enter into an assumption and modification agreement from or with the person Person to whom such property Mortgaged 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 state law, the Mortgagor remains liable thereon; provided, provided however, that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.13(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.13 by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on-sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy and the applicable Required Mortgage Pool Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.Section

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing“due-on-sale” clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the The Master Servicer shall not be deemed to be in default under this Section by reason of enter into any transfer substitution or assumption which with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on- sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing shall not exercise any such right if the due-on-sale clause, in 135 the reasonable belief of the Master Servicer, is not enforceable under applicable law or if such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.. 60

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on- sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy and the applicable Required Mortgage Portfolio Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever. To the extent that any Mortgage Loan is assumable, the Master Servicer shall inquire diligently into the creditworthiness of the proposed transferee, and shall use the underwriting criteria for approving the credit of the proposed transferee which are used by Xxxxxx Mae with respect to underwriting mortgage loans of the same type as the Mortgage Loan. If the credit of the proposed transferee does not meet such underwriting criteria, the Master Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyancethe conveyance and in accordance with the Servicing Standard, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such these rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies If (i) the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause, or if (iv) nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such the property has been or is about to be conveyed, pursuant to which such the person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the . The Mortgage Loan shall must continue to be covered (if so covered before the Master Servicer enters such into the agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such the Person, pursuant to which the original Mortgagor is released from liability and such the Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason 3.11 because of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b)3.11(b) hereof, to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b)3.11(b) hereof, is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the The Master Servicer shall not be deemed to be in default under this Section by reason of notify the Trustee that any transfer such substitution, modification or assumption agreement has been completed by forwarding to the Co-Trustee the executed original of such substitution or assumption agreement, which document shall be added to the Master Servicer reasonably believes it is restricted by law from preventingrelated Mortgage File and shall, for any reason whatsoeverall purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this SectionSection 3.10(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall notify the Indenture Trustee that any such substitution, modification or assumption agreement has been completed by forwarding to the Indenture Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and 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. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section 3.10(a) by reason of any transfer or assumption which that the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted 103 by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on-sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing“due-on-sale” clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required any related Primary Insurance PoliciesPolicy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the The Master Servicer shall not be deemed enter into any substitution or assumption with respect to be in default a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under this Section by reason the Code (or Treasury regulations promulgated thereunder) and cause REMIC I to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any transfer tax on “prohibited transactions” or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.“contributions” after the

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if if-so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, and with respect to any Servicing Released Mortgage Loan, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Servicing Released Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Servicing Released Master Servicer is not required to exercise such rights with respect to a Servicing Released Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Servicing Released Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Servicing Released Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Servicing Released Mortgage Loan shall continue to be covered (if so covered before the Servicing Released Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Servicing Released Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. Notwithstanding the foregoing, the Servicing Released Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Servicing Released Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the Master Servicer shall shall, to the extent that it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, enforce any due-on-sale clause contained in any exercise on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Note or MortgageLoan, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage acceleration is permitted by the terms of the related Mortgage Note, under any Required Insurance Policy. Notwithstanding the foregoing"due-on-sale" clause applicable thereto; provided, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event however, that the Master Servicer is prohibited by law from enforcing 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 such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any Required Insurance Policy would be adversely affected, or if nonenforcement insurance policy. In the event the Master Servicer is otherwise permitted hereunderprohibited from exercising such right, the Master Servicer is authorized, subject to Section 3.10(b), authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged 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 state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon, ; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy and the applicable Required Insurance PoliciesPMI Policy. The Master Servicer, subject to Section 3.10(b), Servicer is also authorized with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note. The Master Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause REMIC I to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) Except as otherwise provided in this Section, when any property subject to When a Mortgage Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master related Servicer shall shall, except as set forth below, to the extent that it has knowledge of such conveyance or prospective conveyance, enforce exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that such Servicer shall not exercise any Mortgage Note or Mortgagesuch right if the "due-on-sale" clause, in the reasonable belief of such Servicer, is not enforceable under applicable law; provided, further, that such Servicer shall not take any action in relation to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding An Opinion of Counsel at the foregoingexpense of the related Servicer (which the expense shall constitute a Servicing Advance) delivered to the Securities Administrator, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto Trustee and the consent Depositor shall conclusively establish the reasonableness of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event Servicer's belief that the Master Servicer is prohibited by law from enforcing any such "due-on-sale clausesale" clause is not enforceable under applicable law. In such event, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master a Servicer is authorized, subject shall make reasonable efforts to Section 3.10(b), to take or enter into an assumption and modification agreement from or 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 state lawlaw or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master related Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies 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. In addition to the foregoing, a Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of such Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage NoteLoan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. A Servicer shall notify the Securities Administrator that any such assumption or substitution agreement has been completed by forwarding to the Securities Administrator the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Securities Administrator 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. Each Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the 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. Any fee collected by a Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to such Servicer as additional servicing compensation. Notwithstanding the foregoingforegoing paragraph or any other provision of this Agreement, the Master no Servicer shall not be deemed to be in default under this Section default, breach or any other violation of its obligations hereunder by reason of any transfer assumption of a Mortgage Loan by operation of law or any assumption which the Master related Servicer reasonably believes it is may be restricted by law from preventing, for any reason whatsoever.