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

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When any property subject to a Mortgage has been conveyed by the Mortgagor, the Servicer, to the extent that it has knowledge of such conveyance, may, at its discretion, but is not required 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. The 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 Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When Except as otherwise provided in this Section 3.13, when any property Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the ServicerMaster Servicer shall use reasonable efforts, to the extent that it has actual knowledge of such conveyance, may, at its discretion, but is not required to, to 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. The 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 required under such Mortgage Note or Mortgage as a condition to such transfer. If (i) the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or (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 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 applicable state law, the Mortgagor remains liable thereon, provided that the Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.unless

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the ServicerMaster Servicer shall, to the extent it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, exercise on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Loan, to the extent that it has knowledge 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 conveyanceright if the due-on-sale clause, mayin the reasonable belief of the Master Servicer, at its discretion, but is not required to, enforce any due-on- sale clause contained in any Mortgage Note or Mortgage, to the extent permitted enforceable under applicable law and governmental regulations, but only to the extent or if such exercise would result in non-coverage of any resulting loss that such enforcement will not adversely affect or jeopardize coverage would otherwise be covered under any Required Insurance Policyinsurance policy. The In the event the Master Servicer is authorizedprohibited from exercising such right, subject to Section 3.10(b), the Master Servicer is authorized to take or enter into an assumption and modification agreement from or with the Person to whom such property 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 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 Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.113

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When Except as otherwise provided in this Section 3.13, when any property subject to a Mortgage has been conveyed by the Mortgagor, the ServicerMaster Servicer or the related Servicer shall, to the extent that it has knowledge of such conveyance, may, at its discretion, but is not required toconveyance and in accordance with the Servicing Standard, 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. The Notwithstanding the foregoing, neither the Master Servicer nor the related Servicer is 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 condi- tion 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, (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or (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 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) When Except as otherwise provided in this Section 3.12(a), when any property subject to a Mortgage has been conveyed by the Mortgagor, the ServicerServicer shall, to the extent that it has knowledge of such conveyance, may, at its discretion, but is not required to, enforce any due-on- on-sale clause contained in any Mortgage 91 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. The In the event that the 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, the 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 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 Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 Servicer shall not be deemed to be in default under this Section 3.12(a) by reason of any transfer or assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When Except as otherwise provided in this Section 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Servicer, Servicer shall to the extent that it has knowledge of such conveyance or prospective conveyance, may, at its discretion, but is not required to, 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; 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, and need not exercise any such right, if consistent with applicable mortgage servicing practices, the Servicer reasonably believes that collection and other recoveries in respect of such Mortgage Loans would be maximized if the Mortgage Loans were not accelerated. The If the Servicer reasonably believes that the due-on-sale clause 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. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interest of the Certificateholders. In the event that the 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 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 Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 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 Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When Except as otherwise provided in this Section 3.12(a), when any property subject to a Mortgage Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer, to the extent that it has knowledge of such conveyance, may, at its discretion, but is not required to, Servicer shall 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. The In the event that the 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, the 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 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 Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 Servicer shall not be deemed to be in default under this Section 3.12(a) by reason of any transfer or assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When any property subject to a Mortgage has been conveyed by the Mortgagor, the ServicerThe Master Servicer will, to the extent that it has knowledge of such conveyanceany conveyance or prospective conveyance by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, may, at its discretion, but is and whether or not required 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. The 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 Mortgagor remains or is about to be conveyed, pursuant to which such Person becomes remain liable under the Mortgage Note andor the Mortgage), unless prohibited by exercise or cause to be exercised its rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale" clause applicable state lawthereto; PROVIDED, the Mortgagor remains liable thereonHOWEVER, provided that the Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 exercise any transfer or assumption which the Servicer such rights if it reasonably believes that it is restricted prohibited by law from preventingdoing 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 the Trust Fund or any reason whatsoever.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. (a) When any property subject to a Mortgage Contract has been conveyed by the MortgagorObligor, the ServicerMaster Servicer shall, with respect to Nonsubserviced Contracts and, with respect to any other Contracts, to the extent the related Servicer does not do so, to the extent that it has knowledge of such conveyance, may, at its discretion, but is not required to, enforce any due-on- on-sale clause contained in any Mortgage Note or MortgageContract, 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. The In the event that the Master Servicer or the related Servicer is authorizedprohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely effected, the Master Servicer is authorized subject to Section 3.10(b3.15(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 Contract and, unless prohibited by applicable state law, the Mortgagor Obligor remains liable thereon, provided that the Loan Contract 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(b3.15(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 Obligor is released from liability and such Person person is substituted as Mortgagor Obligor and becomes liable under the Mortgage NoteContract. Notwithstanding the foregoing, (i) the Master Servicer shall not be deemed to be in default under this Section 3.15 (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) When Except as otherwise provided in this Section 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Servicer, Servicer shall to the extent that it has knowledge of such conveyance or prospective conveyance, may, at its discretion, but is not required to, 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; 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 or, if consistant with applicable mortgage servicing practices, the Servicer reasonably believes that collection and other recoveries in respect of such Mortgage Loans would be maximized if the Mortgage Loans were not accelerated. The If the Servicer reasonably believes that the due-on-sale clause 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. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interest of the Certificateholders. In the event that the 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 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 Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 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 Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When any property subject to a Mortgage has been conveyed by the Mortgagor, the Servicer, to the extent that it has knowledge of such conveyance, may, at its discretion, but is not required to, 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. The Servicer is authorized, subject 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 law, the Mortgagor remains liable thereon, provided that the Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When Except as otherwise provided in this Section 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Servicer, Servicer shall to the extent that it has knowledge of such conveyance, may, at its discretion, but is not required to, 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. The Notwithstanding the foregoing, the 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 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 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 Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 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 Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When To the extent any property subject to a Mortgage has been conveyed by the MortgagorLoan contains an enforceable “due-on-sale” or “due-on-encumbrance” clause, the Servicer, to Servicer shall enforce such clause unless the extent Servicer determines in accordance with the Servicing Standard that it has knowledge would be in the best interest of the Secured Parties to waive any such conveyance, may, at its discretion, but clause. If the Servicer is not required to, unable to enforce any such “due-on- sale on-sale” or “due-on-encumbrance” clause contained in any Mortgage Note or Mortgage, to if no such clause is applicable or the extent permitted under applicable law and governmental regulations, but only to the extent Servicer determines that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. The clause should be waived, the Servicer is authorized, subject to Section 3.10(b), to take or shall enter into an assumption and modification agreement from or with the Person to whom such property has been conveyed or is about proposed to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note promissory note and, unless prohibited to the extent permitted by applicable state lawApplicable Law and the related Mortgage, the Mortgagor Obligor remains liable thereon, provided that the Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 Obligor is released from liability and such Person is substituted as Mortgagor the Obligor and becomes liable under the Mortgage Note. Notwithstanding promissory note; provided that such substitute Obligor must satisfy the foregoingrequirements, if any, set forth in the Servicer shall not be deemed related Underlying Instruments as a condition to approval of a Borrower on a new Loan substantially similar to such Loan; and provided further that if such original Obligor was required to be a “single purpose entity,” such substitute Obligor shall be required, but only in default under this Section by reason of any transfer or assumption which the Servicer reasonably believes it is restricted by law from preventingsuch circumstances, for any reason whatsoeverto be a “single purpose entity.”

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When any property subject to a Mortgage has been conveyed by the Mortgagor, the ServicerMaster Servicer shall, with respect to Nonsubserviced Mortgage Loans and, with respect to any other Mortgage Loans, to the extent the related Servicer does not do so, to the extent that it has knowledge of such conveyance, may, at its discretion, but is not required to, 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. The In the event that the Master Servicer or the related Servicer is authorizedprohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, the Master Servicer is authorized subject to Section 3.10(b3.15(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(b3.15(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 3.15(a) by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, preventing for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the ServicerMaster Servicer shall, to the extent it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, exercise on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Loan, to the extent that it has knowledge such acceleration is permitted by the terms of such conveyancethe related Mortgage Note, may, at its discretion, but is not required to, enforce under any "due-on- sale" clause applicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the due-on-sale clause contained clause, in any Mortgage Note or Mortgagethe reasonable belief of the Master Servicer, to the extent permitted is not enforceable under applicable law and governmental regulations, but only to the extent or if such exercise would result in non-coverage of any resulting loss that such enforcement will not adversely affect or jeopardize coverage would otherwise be covered under any Required Insurance Policyinsurance policy. The In the event the Master Servicer is authorizedprohibited from exercising such right, subject to Section 3.10(b), the Master Servicer is authorized to take or enter into an assumption and modification agreement from or with the Person to whom such property 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 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 Insurance Policies. The 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 Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.related Primary

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When any property subject Mortgaged Property is about to a Mortgage has been be conveyed by the Mortgagor, the ServicerMaster Servicer shall, to the extent it has knowledge of such prospective conveyance and prior to the time of the consummation of such conveyance, exercise on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Loan, to the extent that it has knowledge 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 conveyanceright if the due-on-sale clause, mayin the reasonable belief of the Master Servicer, at its discretion, but is not required to, enforce any due-on- sale clause contained in any Mortgage Note or Mortgage, to the extent permitted enforceable under applicable law and governmental regulations, but only to the extent or if such exercise would result in non-coverage of any resulting loss that such enforcement will not adversely affect or jeopardize coverage would otherwise be covered under any Required Insurance Policyinsurance policy. The In the event the Master Servicer is authorizedprohibited from exercising such right, subject to Section 3.10(b), the Master Servicer is authorized to take or enter into an assumption and modification agreement from or with the Person to whom such property 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 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 Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.liable

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When Except as otherwise provided in this Section 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Servicer, Servicer shall to the extent that it has knowledge of such conveyance, may, at its discretion, but is not required to, 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; 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. The 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 Certificate Administrator, the Trustee and the Depositor shall conclusively establish the reasonableness of such belief to the extent permitted under applicable law. Notwithstanding the foregoing, the 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 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 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 Servicer enters such agreement) by the applicable Required Insurance Policies. The 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 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 Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.