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

Enforcement of Due-On-Sale Clauses; Assumption Agreements. The Master Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note or the Mortgage), exercise or cause to be exercised its rights to accele rate the maturity of such Mortgage Loan under any "due-on-sale" clause applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights if it reasonably believes that it is prohibited by law from doing so. The Master Servicer or the related Sub-Servicer may repurchase a Mortgage Loan at the Purchase Price when the Master Servicer requires acceleration of the Mortgage Loan, but only if the Master Servicer is satisfied, as evidenced by an Officer's Certificate delivered to the Trustee, that either (i) such Mortgage Loan is in default or default is reasonably foreseeable or (ii) if such Mortgage Loan is not in default or default is not reasonably foreseeable, such repurchase will have no adverse tax consequences for

Enforcement of Due-On-Sale Clauses; Assumption Agreements. The Master Servicer willshall, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note or and/or the Mortgage), exercise or cause to be exercised its rights to accele rate accelerate the maturity of such Mortgage Loan under any the "due-on-sale" clause clause, if any, applicable thereto; provided, however, that the Master Servicer shall not be required to take such action if in its sole business judgment the Master Servicer believes that the collections and other recoveries in respect of such Mortgage Loans could reasonably be expected to be maximized if the Mortgage Loan were not accelerated, and the Master Servicer shall not exercise any such rights if it reasonably believes that it is prohibited by law from doing so. The Master Servicer or the related Sub-Servicer may repurchase a Mortgage Loan at the Purchase Price when If the Master Servicer requires acceleration reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, or if any of the Mortgage Loanother conditions set forth in the proviso to the preceding sentence apply, but only if the Master Servicer will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is satisfiedproposed to be conveyed, as evidenced by an Officer's Certificate delivered pursuant to which such person becomes liable under the Mortgage Note and, to the Trusteeextent permitted by applicable state law, that either (i) such Mortgage Loan is in default or default is reasonably foreseeable or (ii) if such Mortgage Loan is not in default or default is not reasonably foreseeable, such repurchase will have no adverse tax consequences forthe Mortgagor remains liable thereon. The Master

Enforcement of Due-On-Sale Clauses; Assumption Agreements. The Master Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note or the Mortgage), exercise or cause to be exercised its rights to accele rate accelerate the maturity of such Mortgage Loan under any "due-on-sale" clause applicable thereto; providedPROVIDED, howeverHOWEVER, that the Master Servicer shall not exercise any such rights if it reasonably believes that it is prohibited by law from doing so. The Master Servicer or the related Sub-Servicer may repurchase a Mortgage Loan at the Purchase Price when the Master Servicer requires acceleration of the Mortgage Loan, but only if the Master Servicer is satisfied, as evidenced by an Officer's Certificate delivered to the Trustee, that either (i) such Mortgage Loan is in default or default is reasonably foreseeable or (ii) if such Mortgage Loan is not in default or default is not reasonably foreseeable, such repurchase will have no adverse tax consequences forfor the Trust Fund or any Certificateholder. If the Master Servicer is unable to enforce such "due-on-sale" clause (as provided in the second preceding sentence) or if no "due-on-sale" clause is applicable, the Master

Enforcement of Due-On-Sale Clauses; Assumption Agreements. The When any Mortgaged Property is about to be conveyed by the Mortgagor, the Master Servicer willshall, to the extent it has knowledge of any conveyance or such prospective conveyance by any Mortgagor and prior to the time of the Mortgaged Property (whether by absolute conveyance or by contract consummation of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note or the Mortgage)such conveyance, exercise or cause to be exercised its on behalf of the Trustee the Trustee's rights to accele rate accelerate the maturity of such Mortgage Loan Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Note, under any "due-on-sale" clause applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights right if it reasonably believes that it is prohibited by law from doing so. The Master Servicer or the related Subdue-Servicer may repurchase a Mortgage Loan at on-sale clause, in the Purchase Price when reasonable belief of the Master Servicer requires acceleration 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. In the Mortgage Loan, but only if event the Master Servicer is satisfiedprohibited from exercising such right, as evidenced the Master Servicer is authorized to take or enter into an assumption and modification agreement from or with the Person to whom a Mortgaged Property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by an Officer's Certificate delivered applicable state law or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the TrusteeMortgage Note, that either (i) such Mortgage Loan is in default or default is reasonably foreseeable or (ii) if such Mortgage Loan is not in default or default is not reasonably foreseeable, such repurchase will have no adverse tax consequences forthe Mortgagor remains liable

Enforcement of Due-On-Sale Clauses; Assumption Agreements. The When any Mortgaged Property is about to be conveyed by the Mortgagor, the Master Servicer willshall, to the extent it has knowledge of any conveyance or such prospective conveyance by any Mortgagor and prior to the time of the Mortgaged Property (whether by absolute conveyance or by contract consummation of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note or the Mortgage)such conveyance, exercise or cause to be exercised its on behalf of the Trust the Trust's rights to accele rate accelerate the maturity of such Mortgage Loan Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Note, under any "due-on-sale" clause applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights right if it reasonably believes that it is prohibited by law from doing so. The Master Servicer or the related Subdue-Servicer may repurchase a Mortgage Loan at on-sale clause, in the Purchase Price when reasonable belief of the Master Servicer requires acceleration 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. In the Mortgage Loan, but only if event the Master Servicer is satisfiedprohibited from exercising such right, as evidenced the Master Servicer is authorized to take or enter into an assumption and modification agreement from or with the Person to whom a Mortgaged Property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by an Officer's Certificate delivered applicable state law or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the TrusteeMortgage Note, that either (i) such Mortgage Loan is in default or default is reasonably foreseeable or (ii) if such Mortgage Loan is not in default or default is not reasonably foreseeable, such repurchase will have no adverse tax consequences forthe Mortgagor remains liable 113