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

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the 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; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. 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, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) The Master Servicer and each Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in any 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, 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 Servicer or the related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any the "due-on-sale" clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Master Servicer or such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) If the Master Servicer or a Servicer reasonably believes it is unable under applicable law to enforce such "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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In or such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event the Master Servicer or such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the Master Servicer or a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer or 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. (c) To the extent that any Mortgage Loan is assumable, the Master Servicer or the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the Master Servicer or the related 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. (d) Subject to each Servicer's duty to enforce any "due-on-sale" 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer believes or such Servicer shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Master Servicer or the related Servicer shall deliver an Officer's Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to Master Servicer or the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 Master Servicer or a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by the Master Servicer or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from 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 or, if consistent with Accepted Servicing Practices, such Servicer believes 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. If a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" clause” clause or, if any of the other conditions set forth in the reasonable belief last sentence of the Servicerpreceding paragraph apply, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note and such Servicer has the prior consent of the primary mortgage guaranty insurer, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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" 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption assumption, modification or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Each Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any the "due-on-sale" clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the "due-on-sale" clauseexercise of such rights would impair or threaten to impair any recovery under the related Primary Insurance Policy, if any or, if consistent with Accepted Servicing Practices, the Servicer believes the collections and other recoveries in respect of such Mortgage Loans could reasonably be expected to be maximized if the reasonable belief of the Servicer, Mortgage Loan were not accelerated. If a Servicer reasonably believes it is not enforceable unable under applicable law; provided, further, that the Servicer shall not take any action in relation law to the enforcement of any enforce such "due-on-sale" clause that would adversely affect or jeopardize coverage under or, if any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to other conditions set forth in the Master Servicer and the Depositor shall conclusively establish the reasonableness last sentence of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable lawpreceding paragraph apply, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note and such Servicer has the prior consent of the primary mortgage guaranty insurer, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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" 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption assumption, modification or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When (a) With respect to a Non-Designated Mortgage Loan, each Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Non-Designated Mortgage Loan under any the "due-on-sale" clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) With respect to a Non-Designated Mortgage Loan, if a Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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 Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Non-Designated Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non-Designated Mortgage Loan. (d) With respect to a Non-Designated Mortgage Loan, subject to each Servicer's duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged Property has been conveyed to a Person by the related Mortgagor, and such Person is to enter into an assumption agreement or take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, such Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer Trustee and the Trustee Trust Administrator that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee and the original Trust Administrator a copy of such substitution or assumption or substitution agreement (indicating agreement, and shall forward the Mortgage File original to the Custodian 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Each Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any the "due-on-sale" clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the "due-on-sale" clauseexercise of such rights would impair or threaten to impair any recovery under the related Primary Insurance Policy, if any or, if consistent with Accepted Servicing Practices, such Servicer believes the collections and other recoveries in respect of such Mortgage Loans could reasonably be expected to be maximized if the reasonable belief of the Servicer, Mortgage Loan were not accelerated. If a Servicer reasonably believes it is not enforceable unable under applicable law; provided, further, that the Servicer shall not take any action in relation law to the enforcement of any enforce such "due-on-sale" clause that would adversely affect or jeopardize coverage under or, if any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to other conditions set forth in the Master Servicer and the Depositor shall conclusively establish the reasonableness last sentence of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable lawpreceding paragraph apply, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note and such Servicer has the prior consent of the primary mortgage guaranty insurer, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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" 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption assumption, modification or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) The Master Servicer and each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 Servicer or the related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Master Servicer or such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the "exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) If the Master Servicer or a Servicer reasonably believes it is unable under applicable law to enforce such “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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In or such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event the Master Servicer or such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the Master Servicer or a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer or 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. (c) To the extent that any Mortgage Loan is assumable, the Master Servicer or the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the Master Servicer or the related 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. (d) Subject to the Master Servicer’s and each Servicer’s duty to enforce any "due-on-sale" 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer believes or such Servicer shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Master Servicer or the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to Master Servicer or the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 Master Servicer or a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by the Master Servicer or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "due-on-on- sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policyinsurance policy. An Opinion of Counsel at In the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to event the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts 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 law or unless the MortgageMortgage 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. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect 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 a Mortgage Loan would be maximized if the such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan were not accelerated under the Code (or Treasury regulations promulgated thereunder) and such actions not takencause 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or 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 terms of the related Mortgage Loan Note 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 forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) With respect to any Non-Designated Mortgage Loan, each Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Non-Designated Mortgage Loan under any the "due-on-sale" clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) With respect to any Non-Designated Mortgage Loan, if a Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section 3.10 by reason of any transfer or assumption which 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 Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Non-Designated Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non-Designated Mortgage Loan. (d) With respect to any Non-Designated Mortgage Loan, subject to each Servicer's duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged Property has been conveyed to a Person by the related Mortgagor, and such Person is to enter into an assumption agreement or take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, such Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer Trustee and the Trustee Trust Administrator that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee and the original Trust Administrator a copy of such substitution or assumption or substitution agreement (indicating agreement, and shall forward the Mortgage File original to the related Custodian 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) With respect to any Non-Designated Mortgage Loan, the Master Servicer and each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 Servicer or the related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Non-Designated Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Master Servicer or such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the "exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) With respect to any Non-Designated Mortgage Loan, if the Master Servicer or a Servicer reasonably believes it is unable under applicable law to enforce such “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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In or such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event the Master Servicer or such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the Master Servicer or a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer or 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 Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the Master Servicer or the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Non-Designated Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the Master Servicer or the related Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non-Designated Mortgage Loan. (d) With respect to any Non-Designated Mortgage Loan, subject to the Master Servicer’s and each Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged Property has been conveyed to a Person by the related Mortgagor, and such Person is to enter into an assumption agreement or take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, the Master Servicer believes or such Servicer shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Master Servicer or the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to Master Servicer or the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 Master Servicer or a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by the Master Servicer or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) Each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from 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. (b) If a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" ” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event a Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, a Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which 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. (c) To the extent that any Mortgage Loan is assumable, the Servicer shall inquire diligently, in accordance with Accepted Servicing Practices, into the creditworthiness of the proposed transferee, and shall use the underwriting criteria for approving the credit of the proposed transferee customarily used by such Servicer for the servicing of similar mortgage loans. If the credit of the proposed transferee does not be required meet such underwriting criteria, the related 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. (d) With respect to any Mortgage Loan, subject to a Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) Each Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any the "due-on-sale" clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from 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. (b) If a Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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. (c) To the extent that any Mortgage Loan is assumable, the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related 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. (d) Subject to each Servicer's duty to enforce any "due-on-sale" 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) The Master Servicer and each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 Servicer or the related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Master Servicer or such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the "exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy or the Limited Purpose Surety Bond, if any. (b) If the Master Servicer or a Servicer reasonably believes it is unable under applicable law to enforce such “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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In or such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event the Master Servicer or such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the Master Servicer or a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer or 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. (c) To the extent that any Mortgage Loan is assumable, the Master Servicer or the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the Master Servicer or the related 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. (d) Subject to the Master Servicer’s and each Servicer’s duty to enforce any "due-on-sale" 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer believes or such Servicer shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Master Servicer or the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to Master Servicer or the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 Master Servicer or a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by the Master Servicer or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When In any case in which a Mortgaged Property has been or is about to be conveyed by the related Mortgagor, whether by absolute conveyance, contract of sale or otherwise, and whether or not such Mortgagor remains liable thereon, and the Master Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under Master Servicer shall enforce any "due-on-sale" clause sale provision contained in such Mortgage Documents to the related extent permitted by such Mortgage or Mortgage Note; providedDocuments, however, that the Servicer shall not exercise any unless such right if the "due-on-sale" clause, provision in the reasonable belief judgment of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable exercisable under applicable law, but governmental regulations or in the Master Servicer's reasonable judgment that it would be in the best financial interests of the Trust, in which shall not be required. In such event, case the Master Servicer shall make reasonable efforts to may enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Mortgagor. The Master Servicer or the related Subservicer, as the case may be, shall be entitled to (i) execute assumption agreements, substitution agreements and instruments of satisfaction or cancellation or of partial or full release or discharge, or any other document contemplated by this Agreement or other comparable instruments with respect to the Mortgage Loans and the related Mortgaged Properties; and the Issuer and the Indenture Trustee each shall promptly execute any such documents upon the request of the Master Servicer, and (ii) approve the granting of an easement on Mortgaged Property in favor of another Person, pursuant to which any alteration or demolition of such Mortgaged Property or other similar matters, if it has determined, exercising its good faith business judgment in the original Mortgagor is released from liability and such Person is substituted same manner as Mortgagor and becomes liable under it would if it were the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause or take any owner of the above actions if related Mortgage Loan, that the Servicer believes security for, and the collections timely and other recoveries in respect of the full collection of, such Mortgage Loan would not be maximized if the Mortgage Loan were not accelerated and such actions not takenadversely affected thereby. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Indenture Trustee that any such assumption or substitution agreement has been completed by forwarding to the Indenture Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy the Indenture Trustee shall be added by the Trustee add to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Master Servicer shall be responsible for recording retain as servicing compensation 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 Master Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement of liability agreement. A partial release pursuant to this Section shall be retained by or paid to permitted only if the Servicer Combined Loan-to-Value Ratio for the related Mortgage Loan after such partial release does not exceed the Combined Loan-to-Value Ratio for such Mortgage Loan as additional servicing compensationof the related Cut-Off Date. Notwithstanding the foregoing paragraph provisions of this Section or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or violation of any other violation of its obligations hereunder by reason of any conveyance by a Mortgagor of the related Mortgaged Property or any assumption of a Mortgage Loan by operation of law or any assumption with respect to which the Master Servicer determines in good faith that it 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, would be reasonably likely to result in legal action by such Mortgagor.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) With respect to any Non-Designated Mortgage Loan, each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Non-Designated Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the "exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) With respect to any Non-Designated Mortgage Loan, if a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" ” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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 Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Non-Designated Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non-Designated Mortgage Loan. (d) With respect to any Non-Designated Mortgage Loan, subject to each Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged Property has been conveyed to a Person by the related Mortgagor, and such Person is to enter into an assumption agreement or take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, such Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer Trustee and the Trustee Trust Administrator that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee and the original Trust Administrator a copy of such substitution or assumption or substitution agreement (indicating agreement, and shall forward the Mortgage File original to the Custodians 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) Each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from 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. (b) If a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" ” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event a Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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. (c) To the extent that any Mortgage Loan is assumable, the related 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 customarily used by such Servicer for the servicing of similar mortgage loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related 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. (d) Subject to a Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the related Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) With respect to any Non-Designated Mortgage Loan, each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Non-Designated Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from 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. (b) With respect to any Non-Designated Mortgage Loan, if a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" ” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event a Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, a Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which 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 Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the 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 customarily used by such Servicer for the servicing of similar mortgage loans. If the credit of the proposed transferee does not be required meet such underwriting criteria, the related Servicer diligently shall, to the extent permitted by the Mortgage or the Non-Designated Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan. (d) With respect to any Non-Designated Mortgage Loan, subject to a Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, the Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) Each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from 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. (b) If a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" ” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event a Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, a Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which 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. (c) To the extent that any Mortgage Loan is assumable, the 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 customarily used by such Servicer for the servicing of similar mortgage loans. If the credit of the proposed transferee does not be required meet such underwriting criteria, the related 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. (d) Subject to a Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) Each Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any the "due-on-sale" clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from 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. (b) If a Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event a Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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. (c) To the extent that any Mortgage Loan is assumable, the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related 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. (d) Subject to a Servicer's duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the related Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) The Master Servicer and each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 Servicer or the related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Master Servicer or such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the "exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy or the Limited Purpose Surety Bond, if any. (b) If the Master Servicer or a Servicer reasonably believes it is unable under applicable law to enforce such “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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In or such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event the Master Servicer or such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the Master Servicer or a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer or 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. (c) To the extent that any Mortgage Loan is assumable, the Master Servicer or the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the Master Servicer or the related 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. (d) Subject to the Master Servicer’s and each Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged Property has been conveyed to a Person by the related Mortgagor, and such Person is to enter into an assumption agreement or take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer believes or such Servicer shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Master Servicer or the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to Master Servicer or the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 Master Servicer or a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by the Master Servicer or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) The Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Servicer shall not exercise any such right rights if prohibited by law from 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. (b) If the Servicer reasonably believes it is unable under applicable law to enforce such “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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing is not permitted under applicable law, event the Servicer is authorized unable under applicable law to enter into require that the original Mortgagor remain liable under the Mortgage Note, 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. In addition to Notwithstanding the foregoing, the Servicer shall not be required 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. 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. (c) To the extent that any Mortgage Loan is assumable, the 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the 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. (d) Subject to the Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not taken. The Mortgage Loansubstitution, as assumed, shall conform in all respects assumption or other agreement or instrument delivered to the requirementsTrustee for execution by it, representations and warranties the Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Agreementsubsection have been met in connection therewith. The Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 of liability agreement shall will be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) Each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from 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. (b) If a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" ” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event a Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, a Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which 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. (c) To the extent that any Mortgage Loan is assumable, the 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 customarily used by such Servicer for the servicing of similar mortgage loans. If the credit of the proposed transferee does not be required meet such underwriting criteria, the related 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. (d) With respect to any Mortgage Loan, subject to a Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the 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; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Master Servicer Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause or take any if in the reasonable judgment of the above actions if Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the Servicer believes original Mortgagor from liability would be in the collections and other recoveries in respect best interests of the Mortgage Loan would be maximized if the Mortgage Loan were not accelerated and such actions not takenCertificateholders. 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, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "due-on-on- sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" on- sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policyinsurance policy. An Opinion of Counsel at In the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to event the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts 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 law or unless the MortgageMortgage 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. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect 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 a Mortgage Loan would be maximized if the such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan were not accelerated under the Code (or Treasury regulations promulgated thereunder) and such actions not takencause 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or 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 terms of the related Mortgage Loan Note 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 forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about (a) As to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related each Mortgage Loan under (other than a Non-Serviced Mortgage Loan) and any "related Companion Loan that contains a provision in the nature of a “due-on-sale" clause contained ” clause, which by its terms: (i) provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; or (ii) provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Note; Loan or related Companion Loan is being serviced under this Agreement, the Special Servicer or, with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that, (i) with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer has obtained the prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given five (5) Business Days after the ten (10) Business Day review period of the Directing Certificateholder (or, with respect to such 10 Business Day period, such longer period as required by the related Intercreditor Agreement for review by any related Companion Loan), after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer, (ii) with respect to all Specially Serviced Mortgage Loans and Non-Specially Serviced Mortgage Loans, the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer, obtain, and, prior to itself taking such an action, the Special Servicer shall obtain prior to the occurrence and continuance of a Control Event, the prior written consent (or deemed consent) of the Directing Certificateholder, which consent shall be deemed given 10 Business Days after receipt (unless earlier objected to by the Directing Certificateholder of the Master Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver together with such other information reasonably required by the Directing Certificateholder (or, with respect to the AB Whole Loan, at all times, prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor Agreement) and (iii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30), provided, however, that with respect to subclauses (y) and (z) of this subclause (iii), such Mortgage Loan shall also have a Stated Principal Balance of at least $5,000,000 for such Rating Agency Confirmation requirement to apply. If any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be assumed or transferred without the Servicer consent of the mortgagee; provided that certain conditions are satisfied, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the Special Servicer, with respect to all Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage Loan), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have been satisfied, or, with respect to any Non-Specially Serviced Mortgage Loan which does not exercise allow the mortgagee discretion in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to whether such conditions have been satisfied. (b) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any such right if related Companion Loan that contains a provision in the "nature of a “due-on-sale" clause, in encumbrance” clause that by its terms: (i) provides that such Mortgage Loan and any related Companion Loan shall (or may at the reasonable belief of mortgagee’s option) become due and payable upon the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the enforcement creation of any "due-on-sale" clause that would adversely affect additional lien or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. 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 encumbrance on the related Mortgage Loan shall not be changed but shall remain as Mortgaged Property or equity interests in effect immediately prior the Mortgagor or principals of the Mortgagor; or (ii) requires the consent of the mortgagee to the assumption creation of any such additional lien or substitutionother encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; then, the stated maturity or outstanding principal amount of for so long as 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 (and related Companion Loan, if applicable) is serviced under this Agreement, the Special Servicer or, with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall not be deemed (a) exercise any right it may have with respect to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a such Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.related Companion

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) The Master Servicer and each Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in any 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, 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 Servicer or the related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any the "due-on-sale" clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Master Servicer or such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) If the Master Servicer or a Servicer reasonably believes it is unable under applicable law to enforce such "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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In or such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event the Master Servicer or such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the Master Servicer or a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer or 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. (c) To the extent that any Mortgage Loan is assumable, the Master Servicer or the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the Master Servicer or the related 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. (d) Subject to the Master Servicer's and each Servicer's duty to enforce any "due-on-sale" 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer believes or such Servicer shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Master Servicer or the related Servicer shall deliver an Officer's Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to Master Servicer or the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 Master Servicer or a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by the Master Servicer or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When In any case in which a Mortgaged Property has been or is about to be conveyed by the related Mortgagor, whether by absolute conveyance, contract of sale or otherwise, and whether or not such Mortgagor remains liable thereon, and the Master Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under Master Servicer shall enforce any "due-on-sale" clause sale provision contained in such Mortgage Documents to the related extent permitted by such Mortgage or Mortgage Note; providedDocuments, however, that the Servicer shall not exercise any unless such right if the "due-on-sale" clause, provision in the reasonable belief judgment of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable exercisable under applicable law, but governmental regulations or in the Master Servicer’s reasonable judgment that it would be in the best financial interests of the Trust, in which shall not be required. In such event, case the Master Servicer shall make reasonable efforts to may enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Mortgagor. The Master Servicer or the related Subservicer, as the case may be, shall be entitled to (i) execute assumption agreements, substitution agreements and instruments of satisfaction or cancellation or of partial or full release or discharge, or any other document contemplated by this Agreement or other comparable instruments with respect to the Mortgage Loans and the related Mortgaged Properties; and the Issuer and the Indenture Trustee each shall promptly execute any such documents upon the request of the Master Servicer, and (ii) approve the granting of an easement on Mortgaged Property in favor of another Person, pursuant to which any alteration or demolition of such Mortgaged Property or other similar matters, if it has determined, exercising its good faith business judgment in the original Mortgagor is released from liability and such Person is substituted same manner as Mortgagor and becomes liable under it would if it were the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause or take any owner of the above actions if related Mortgage Loan, that the Servicer believes security for, and the collections timely and other recoveries in respect of the full collection of, such Mortgage Loan would not be maximized if the Mortgage Loan were not accelerated and such actions not takenadversely affected thereby. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Indenture Trustee that any such assumption or substitution agreement has been completed by forwarding to the Indenture Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy the Indenture Trustee shall be added by the Trustee add to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Master Servicer shall be responsible for recording retain as servicing compensation 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 Master Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement of liability agreement. A partial release pursuant to this Section shall be retained by or paid to permitted only if the Servicer Combined Loan-to-Value Ratio for the related Mortgage Loan after such partial release does not exceed the Combined Loan-to-Value Ratio for such Mortgage Loan as additional servicing compensationof the related Cut-Off Date. Notwithstanding the foregoing paragraph provisions of this Section or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or violation of any other violation of its obligations hereunder by reason of any conveyance by a Mortgagor of the related Mortgaged Property or any assumption of a Mortgage Loan by operation of law or any assumption with respect to which the Master Servicer determines in good faith that it 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, would be reasonably likely to result in legal action by such Mortgagor.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about (a) As to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related each Mortgage Loan under any or Companion Loan which contains a provision in the nature of a "due-on-sale" clause contained (including, without limitation, if so provided in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clauseprovision of the related Mortgage Loan documents, sales or transfers of Mortgaged Property (in full or part) or the sale, transfer, pledge or hypothecation of direct or indirect interests of a Mortgagor or its owners), which by its terms: (i) provides that such Mortgage Loan or Companion Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the reasonable belief related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; or (ii) provides that such Mortgage Loan or Companion Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan or Companion Loan is being serviced under this Agreement, the Special Servicer or, with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise (or waive its right to exercise) any right it might have with respect to such Mortgage Loan or Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent, provided that, (i) with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer has obtained the prior written consent of the Special Servicer, which consent shall be deemed given [15] Business Days after receipt by the Special Servicer from the Master Servicer of the Master Servicer's analysis and recommendation with respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer, (ii) with respect to all Specially Serviced Mortgage Loans and Non-Specially Serviced Mortgage Loans, the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer, obtain, and, prior to itself taking such an action, the Special Servicer shall obtain, the prior written consent of the Directing Certificateholder, which consent shall be deemed given [10] Business Days after receipt (unless earlier objected to) by the Directing Certificateholder of the Master Servicer's or Special Servicer's, as applicable, analysis and recommendation with respect to such waiver together with such other information reasonably required by the Directing Certificateholder, and (iii) with respect to any Mortgage Loan, together with any other Mortgage Loans cross-collateralized with such Mortgage Loan, or together with all other Mortgage Loans with the same or an affiliated Mortgagor (x) with a Stated Principal Balance greater than or equal to $[20,000,000], (y) with a Stated Principal Balance greater than [5]% of the aggregate Stated Principal Balance of all the Mortgage Loans then outstanding or (z) is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, the Master Servicer or the Special Servicer, as the case may be, shall not enforceable take such action unless it has obtained confirmation from each Rating Agency stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified, downgraded or withdrawn by such Rating Agency, as a result of such waiver) any right it may have with respect to such Mortgage Loan or Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the sale or transfer. If any Mortgage Loan or Companion Loan provides that such Mortgage Loan or Companion Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions are satisfied, then for so long as such Mortgage Loan or Companion Loan is being serviced under applicable law; providedthis Agreement, furtherthe Special Servicer, that on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall provide the Special Servicer with the Master Servicer's analysis and determination with respect to whether such conditions have been satisfied, together with all information reasonably requested by the Special Servicer, and the Special Servicer shall indicate its agreement or disagreement with such determination, which agreement shall be deemed to have been given [ten (10)] Business Days after receipt (unless earlier objected to) by the Special Servicer of the Master Servicer's analysis and determination together with all information reasonably requested by the Special Servicer. The Master Servicer shall not take process or permit any action such assumption or transfer if: (i) the Master Servicer determines that such conditions have been satisfied but the Special Servicer disagrees; or (ii) the Master Servicer determines that such conditions have not been satisfied and the Special Servicer agrees; or (iii) the Master Servicer determines that such conditions have not been satisfied and the Special Servicer's agreement is deemed. The Master Servicer shall not process or permit any such assumption or transfer for Specially Serviced Mortgage Loans. The Master Servicer shall process or permit such assumption or transfer if: (i) the Master Servicer determines that such conditions have not been satisfied but the Special Servicer disagrees; or (ii) the Master Servicer determines that such conditions have been satisfied and the Special Servicer agrees; or (iii) the Master Servicer determines that such conditions have been satisfied and the Special Servicer's agreement is deemed. (b) As to each Mortgage Loan and Companion Loan which contains a provision in relation to the enforcement nature of any a "due-on-saleencumbrance" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at (including, without limitation, if so provided in the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-saleencumbrance" clause provisions of the related Mortgage Loan documents, any mezzanine financing of the Mortgagor or the Mortgaged Property or any sale or transfer of preferred equity in the Mortgagor or its owners), which by its terms: (i) provides that such Mortgage Loan and Companion Loan shall (or may at the mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; or (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property; then, for so long as such Mortgage Loan and Companion Loan is not enforceable serviced under applicable law, but which shall not be required. In such eventthis Agreement, the Special Servicer or, with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall make reasonable efforts exercise (or waive its right to enter into an assumption exercise) any right it may have with respect to such Mortgage Loan or Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent, provided that, (i) (a) with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer has made a recommendation and modification agreement obtained the consent of the Special Servicer, which consent shall be deemed given [ten (10)] Business Days after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer's analysis and recommendation with respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer and (b) the Master Servicer or the Special Servicer, as the case may be, has obtained (i) the prior written consent of the Directing Certificateholder, which consent shall be deemed given 10 Business Days after receipt by the Directing Certificateholder of the Master Servicer's and/or Special Servicer's, as applicable, analysis and recommendation with respect to such waiver together with such other information reasonably required by the Directing Certificateholder, and (ii) from each Rating Agency a confirmation that such waiver would not result in the downgrade, withdrawal or qualification of the then-current ratings on any Class of outstanding Certificates if such Mortgage Loan (1) together with any other Mortgage Loans cross-collateralized with such Mortgage Loan, or together with all other Mortgage Loans with the Person same or an affiliated Mortgagor, has an outstanding principal balance that is greater than or equal 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 law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause or take any [2]% of the above actions if Stated Principal Balance of the Servicer believes outstanding Mortgage Loans or (2) has an LTV Ratio (including existing and proposed debt) greater than [85]% (including any proposed debt) or (3) a Debt Service Coverage Ratio less than [1.20]x (in each case, determined based upon the collections and other recoveries in respect aggregate of the Stated Principal Balance of the Mortgage Loan would be maximized if and the principal amount of the proposed additional loan) or (4) together with any other Mortgage Loan were not accelerated and Loans cross-collateralized with such actions not taken. The Mortgage Loan, as assumedor together with all other Mortgage Loans with the same or an affiliated Mortgagor, shall conform in all respects to is one of the requirements, representations and warranties of this Agreement. The Servicer shall notify the Master Servicer and the Trustee that [ten (10)] largest Mortgage Loans (by Stated Principal Balance) or (5) together with 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 other 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 Loans cross-collateralized with such Mortgage File to Loan, or together with all other Mortgage Loans with the same extent as all other documents and instruments constituting or an affiliated Mortgagor, has a part thereof. The Servicer shall be responsible for recording Stated Principal Balance over $[20,000,000]) any such assumption or substitution agreements. In connection right it may have 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 respect 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 (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance additional lien or entering into an assumption other encumbrance, in a manner consistent with the Servicing Standards. If any Mortgage Loan or substitution agreement shall Companion Loan provides that such Mortgage Loan or Companion Loan may be retained by further encumbered without the consent of the mortgagee provided that certain conditions are satisfied, then for so long as such Mortgage Loan or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of Companion Loan is being serviced under this Agreement, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall provide the Special Servicer with the Master Servicer's analysis and determination with respect to whether such conditions have been satisfied, together with all information reasonably requested by the Special Servicer, and the Special Servicer shall indicate its agreement or disagreement with such determination, which agreement shall be deemed to have been given [ten (10)] Business Days after receipt (unless earlier objected to) by the Special Servicer of the Master Servicer's analysis and determination together with all information reasonably requested by the Special Servicer. The Master Servicer shall not be deemed process or permit such further encumbrance if: (i) the Master Servicer determines that such conditions have been satisfied but the Special Servicer disagrees; or (ii) the Master Servicer determines that such conditions have not been satisfied and the Special Servicer agrees; or (iii) the Master Servicer determines that such conditions have not been satisfied and the Special Servicer's agreement is deemed. The Master Servicer shall not process or permit any such encumbrance for Specially Serviced Mortgage Loans. The Master Servicer shall process or permit such further encumbrance if: (i) the Master Servicer determines that such conditions have not been satisfied but the Special Servicer disagrees; or (ii) the Master Servicer determines that such conditions have been satisfied and the Special Servicer agrees; or (iii) the Master Servicer determines that such conditions have been satisfied and the Special Servicer's agreement is deemed. (c) Nothing in this Section 3.08 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to be in default, breach or any other violation of its obligations hereunder by reason receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect to such Mortgaged Property. (d) Except as otherwise permitted by Sections 3.20 and 3.08(a), (b) and (e) neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan by operation of law in connection with the taking of, or the failure to take, any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoeveraction pursuant to this Section 3.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about (a) As to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related each Mortgage Loan under (other than a Non-Serviced Mortgage Loan) and any "related Companion Loan that contains a provision in the nature of a “due-on-sale" clause contained ” clause, which by its terms: (i) provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; or (ii) provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage NoteLoan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer or, with respect to all Non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that, (i) with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer has obtained the prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given after five (5) Business Days after the ten (10) Business Day review period of the Directing Certificateholder, (or, with respect to such ten (10) Business Day period, such longer period as required by the related Intercreditor Agreement for review by any related Companion Loan), after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer, (ii) with respect to all Specially Serviced Mortgage Loans and Non-Specially Serviced Mortgage Loans, the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer, obtain, and, prior to itself taking such an action, the Special Servicer shall obtain prior to the occurrence and continuance of a Control Event, the prior written consent (or deemed consent) of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan, to the extent required under the Intercreditor Agreement) (or after the occurrence and continuance of a Control Event, but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.07 hereof), which consent shall be deemed given ten (10) Business Days after receipt from the Special Servicer (unless earlier objected to by the Directing Certificateholder) of the Master Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver together with such other information reasonably required by the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, at all times, prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor Agreement) and (iii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30), provided, however, that with respect to subclauses (y) and (z) of this subclause (iii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. In connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, as applicable, shall (if not already provided in accordance with Section 3.30 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.30 of this Agreement. If any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer, with respect to all Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage Loan), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have been satisfied, or, with respect to any Non-Specially Serviced Mortgage Loan which does not allow the mortgagee discretion in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to whether such conditions have been satisfied. (b) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan that contains a provision in the nature of a “due-on-encumbrance” clause that by its terms: (i) provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; or (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; then, for so long as such Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the Special Servicer or, with respect to all Non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided that (i) with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer has made a recommendation and obtained the prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given five (5) Business Days after the ten (10) Business Day review period of the Directing Certificateholder, (or, with respect to such ten (10) Business Day period, such longer period as required by the related Intercreditor Agreement for review by any related Companion Holder), after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer, (ii) with respect to all Specially Serviced Mortgage Loans and Non-Specially Serviced Mortgage Loans, the Special Servicer has obtained prior to the occurrence and continuance of a Control Event, the prior written consent (or deemed consent) of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan, to the extent required under the Intercreditor Agreement), which consent shall be deemed given ten (10) Business Days after receipt by the Directing Certificateholder of the Special Servicer’s written analysis and recommendation with respect to such waiver or exercise of such rights together with such other information reasonably required by the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, at all times, prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required under the Intercreditor Agreement), and (iii) the Master Servicer or the Special Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000; provided, however, that the Servicer shall not exercise any with respect to subclauses (A), (B), (C) and (D) of this subclause (iii), such 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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. 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 shall also have a Stated Principal Balance of at least $10,000,000 for such actions not taken. The Mortgage Loan, as assumed, shall conform in all respects Rating Agency Confirmation requirement 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 agreementsapply. In connection with any such assumption or substitution agreementrequest for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the Monthly Payment on related rating agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer, as applicable, shall (if not already provided in accordance with Section 3.30 of this Agreement) deliver a Review Package to such Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating agencies) in accordance with Section 3.30 of this Agreement. To the extent permitted by the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitutiondocuments, the stated maturity Rating Agency Confirmation described in the immediately preceding paragraph or outstanding principal amount in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer, as applicable, shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be non-recoverable such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance. If any Mortgage Loan or related Companion Loan provides that such Mortgage Loan shall not or related Companion Loan may be changed nor shall any required monthly payments further encumbered without the consent 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 mortgagee provided that certain conditions are satisfied and there is no lender discretion with respect to the Servicer satisfaction of such conditions, then for so long as additional servicing compensation. Notwithstanding the foregoing paragraph such Mortgage Loan or any other provision of related Companion Loan is being serviced under this Agreement, the Servicer Special Servicer, with respect to all Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage Loan), on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with respect to all Non-Specially Serviced Mortgage Loans which do not be deemed allow the mortgagee discretion in determining whether conditions are satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to be whether such conditions have been satisfied. (c) Nothing in defaultthis Section 3.08 shall constitute a waiver of the Trustee’s right, breach or any other violation as the mortgagee of its obligations hereunder by reason record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect to such Mortgaged Property. (d) Except as otherwise permitted by Section 3.08(a), (b) and (e) and/or Section 3.20, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan by operation of law and related Serviced Companion Loan, as applicable, in connection with the taking of, or the failure to take, any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.action pursuant to this

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a The Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any the "due-on-sale" clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Servicer shall not exercise any such right rights if prohibited by law from 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 the Servicer reasonably believes it is unable under applicable law to enforce such "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 with the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense prior written consent of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to Pool Insurer enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing is not permitted under applicable law, event the Servicer is authorized unable under applicable law to enter into require that the original Mortgagor remain liable under the Mortgage Note and the Servicer has the prior consent of the 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. In addition to Notwithstanding the foregoing, the Servicer shall not be required 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. 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. To the extent that any Mortgage Loan is assumable, the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related 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. Subject to the Servicer's duty to enforce any "due-on-sale" 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not taken. The Mortgage Loansubstitution, as assumed, shall conform in all respects assumption or other agreement or instrument delivered to the requirementsTrustee for execution by it, representations and warranties the related Servicer shall deliver an Officer's Certificate signed by a Servicing Officer stating that the requirements of this AgreementSection 3.10 have been met in connection therewith. The Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 of liability agreement shall will be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) With respect to any Non-Designated Mortgage Loan, each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Non-Designated Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the "exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) With respect to any Non-Designated Mortgage Loan, if a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" ” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section 3.10 by reason of any transfer or assumption which 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 Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Non-Designated Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non-Designated Mortgage Loan. (d) With respect to any Non-Designated Mortgage Loan, subject to each Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged Property has been conveyed to a Person by the related Mortgagor, and such Person is to enter into an assumption agreement or take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, such Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer Trustee and the Trustee Trust Administrator that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee and the original Trust Administrator a copy of such substitution or assumption or substitution agreement (indicating agreement, and shall forward the Mortgage File original to the related Custodian 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) With respect to any Non-Designated Mortgage Loan, each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Non-Designated Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the "exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) With respect to any Non-Designated Mortgage Loan, if a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" ” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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 Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Non-Designated Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non-Designated Mortgage Loan. (d) With respect to any Non-Designated Mortgage Loan, subject to each Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged Property has been conveyed to a Person by the related Mortgagor, and such Person is to enter into an assumption agreement or take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, such Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee with a copy to the Master Servicer the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "“due-on-sale" ” clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policyinsurance policy. An Opinion of Counsel at In the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to event the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts 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 law or unless the MortgageMortgage 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. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect 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 a Mortgage Loan would be maximized if the such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan were not accelerated under the Code (or Treasury regulations promulgated thereunder) and such actions not takencause 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or 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 terms of the related Mortgage Loan Note 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 forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever. (b) With respect to an assumption of any Mortgage Loan that is assumable under the terms of the Mortgage Note, the purchaser of such Mortgage Loan shall satisfy the Underwriting Standards in effect at the time of such assumption; provided, however, that no such assumption will have a material negative credit impact on the ratings of the Certificates; provided, further, that this sentence shall not apply to a Mortgage Loan that (i) is insured by an FHA insurance policy and was originated on or before December 15, 1989 or (ii) is guaranteed by a VA guaranty and was originated on or before March 1, 1988. Notwithstanding anything set forth in Section 7.01, the sole remedy for a breach of the covenant set forth in the immediately preceding sentence that materially and adversely affects the value of the related Mortgage Loan or the interests of the Trust in the related Mortgage Loans shall be the repurchase or substitution of the related Mortgage Loan by the Company. Upon discovery of such breach, the Company, the Master Servicer, the Trustee or the Custodian, as the case may be, discovering such breach shall give prompt written notice to the others. Within 90 days of its discovery or its receipt of notice of breach, the Company shall repurchase, subject to the limitations set forth in the definition of "Purchase Price," or substitute for the related Mortgage Loan or any property acquired in respect thereof from the Trust. Any such repurchase by the Company shall be accomplished in the manner and at the Purchase Price, if applicable, but shall not be subject to the time limits, set forth in Section 2.07.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "due-on-sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policyinsurance policy. An Opinion of Counsel at In the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to event the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts 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 law or unless the MortgageMortgage 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 any related Primary Insurance Policy. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect 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 a Mortgage Loan would be maximized if the such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan were not accelerated under the Code (or Treasury regulations promulgated thereunder) and such actions not takencause 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or 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 terms of the related Mortgage Loan Note 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 forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "“due-on-sale" ” clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policyinsurance policy. An Opinion of Counsel at In the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to event the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts 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 law or unless the MortgageMortgage 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. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect 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 a Mortgage Loan would be maximized if the such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan were not accelerated under the Code (or Treasury regulations promulgated thereunder) and such actions not takencause 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or 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 terms of the related Mortgage Loan Note 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 forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) Each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from 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. (b) If a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" ” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event a Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to enforce be in default under this Section by reason of any "due-on-sale" clause transfer or take assumption which 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 above actions if Mortgage Note, including without limitation, the Servicer believes Mortgage Rate borne by the collections and other recoveries in respect related Mortgage Note, the term of the Mortgage Loan would be maximized if or the outstanding principal amount of the Mortgage Loan were shall be changed. (c) To the extent that any Mortgage Loan is assumable, the related 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 customarily used by such Servicer for the servicing of similar mortgage loans. If the credit of the proposed transferee does not accelerated meet such underwriting criteria, the related 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. (d) Subject to a Servicer’s duty to enforce any due on sale clause to the extent set forth in this Section 3.11, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such actions not taken. The 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, as assumed, the related Servicer shall conform in all respects prepare and deliver or cause to be prepared and delivered to the requirementsTrustee for signature and shall direct, representations in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and warranties 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 Agreementsubsection have been met in connection therewith. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When (a) With respect to a Non-Designated Mortgage Loan, the Master Servicer and each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 Servicer or the related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Non-Designated Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Master Servicer or such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the "exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) With respect to a Non-Designated Mortgage Loan, if the Master Servicer or a Servicer reasonably believes it is unable under applicable law to enforce such “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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In or such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event the Master Servicer or such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the Master Servicer or a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer or 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 Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the Master Servicer or the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Non-Designated Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the Master Servicer or the related Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non-Designated Mortgage Loan. (d) With respect to a Non-Designated Mortgage Loan, subject to the Master Servicer’s and each Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged Property has been conveyed to a Person by the related Mortgagor, and such Person is to enter into an assumption agreement or take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, the Master Servicer believes or such Servicer shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Master Servicer or the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to Master Servicer or the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 Master Servicer or a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by the Master Servicer or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about (a) Subject to be conveyed by the MortgagorSection 3.28, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related each Mortgage Loan under any "due-on-sale" clause contained (other than the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event) or Companion Loan which contains a provision in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the nature of a "due-on-sale" clause, which by its terms: (i) provides that such Mortgage Loan or Companion Loan shall (or may at the mortgagee's option) become due and payable upon the sale or other transfer of an interest in the reasonable belief related Mortgaged Property or ownership interest in the related Mortgagor or principals of the Mortgagor; or (ii) provides that such Mortgage Loan or Companion Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Loan or Companion Loan is being serviced under this Agreement, the Special Servicer or, with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer, is not enforceable under applicable law; on behalf of the Trustee as the mortgagee of record, shall exercise (or waive its right to exercise) the rights of the lender in the Mortgage Loan Documents provided, furtherthat (i) with respect to all Non-Specially Serviced Mortgage Loans, that the Master Servicer has obtained the prior written consent of the Special Servicer, which consent shall be deemed given 15 Business Days after receipt by the Special Servicer from the Master Servicer of the Master Servicer's analysis and recommendation with respect to such waiver together with such other information reasonably required by the Special Servicer, (ii) with respect to all Specially Serviced Mortgage Loans and Non-Specially Serviced Mortgage Loans, the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer, obtain, and, prior to itself taking such an action, the Special Servicer shall obtain, the prior written consent of the Directing Certificateholder, which consent shall be deemed given 10 Business Days after receipt by the Directing Certificateholder of the Master Servicer's and Special Servicer's, as applicable, analysis and recommendation with respect to such waiver together with such other information reasonably required by the Directing Certificateholder, and (iii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than 5% of the aggregate Stated Principal Balance of all the Mortgage Loans then outstanding or (z) together with any other Mortgage Loans cross-collateralized with such Mortgage Loan, or together with all other Mortgage Loans with the same or an affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage Loans, by Stated Principal Balance, the Master Servicer or the Special Servicer, as the case may be, shall not take any such action in relation unless it has obtained confirmation from each Rating Agency stating that none of the then-current rating or ratings of all outstanding Classes of the Certificates and, if applicable, of the Companion Loan Securities, would be qualified, downgraded or withdrawn by such Rating Agency, as a result of such waiver. Notwithstanding anything herein to the enforcement contrary, the Master Servicer shall approve and close, without the consent of the Special Servicer or the Directing Certificateholder, all transfers of tenants-in-common ownership interests contemplated by and in accordance with the related Mortgage Loan Documents for those Mortgage Loans set forth on Exhibit CC; provided such Mortgage Loans are Non-Specially Serviced Mortgage Loans and there are no waivers or modifications with respect to conditions for such transfers set forth in the applicable Mortgage Loan Documents as of the Closing Date. Upon completion of any such transfer, the Master Servicer shall promptly (i) provide notice thereof to the Special Servicer and the Directing Certificateholder and (ii) advise the Special Servicer and the Directing Certificateholder as to total number of transfers with respect to such Non-Specially Serviced Mortgage Loan that the Master Servicer has approved and closed as of such date and the expiration date (if any) by which any such transfer(s) must occur pursuant to the related Mortgage Loan Documents. (b) Subject to Section 3.28, as to each Mortgage Loan (other than the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event) and Companion Loan which contains a provision in the nature of a "due-on-saleencumbrance" clause clause, which by its terms: (i) provides that would adversely affect such Mortgage Loan and Companion Loan shall (or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel may at the expense mortgagee's option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or ownership interest in the related Mortgagor or principals of the Mortgagor; or (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property or ownership interest in the related Mortgagor or principals of the Mortgagor; then, for so long as such Mortgage Loan and Companion Loan is serviced under this Agreement, the Special Servicer or, with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise (or waive its right to exercise) any right it may have with respect to such Mortgage Loan or Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent; provided that (i) (a) with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer has made a recommendation and obtained the prior written consent of the Special Servicer, which expense consent shall be deemed given fifteen (15) Business Days after receipt by the Special Servicer from the Master Servicer of the Master Servicer's analysis and recommendation with respect to such waiver together with such other information reasonably required by the Special Servicer and (b) the Special Servicer has obtained (i) the prior written consent of the Directing Certificateholder, which consent shall be deemed given 10 Business Days after receipt by the Directing Certificateholder of the Special Servicer's analysis and recommendation with respect to such waiver together with such other information reasonably required by the Directing Certificateholder, and (ii) from each Rating Agency a confirmation that such waiver would not result in the downgrade, withdrawal or qualification of the then-current ratings on any Class of outstanding Certificates or any class of Companion Loan Securities if such Mortgage Loan (1) has an outstanding principal balance (together with any Mortgage Loans cross-collateralized with such Mortgage Loan) that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (2) has an LTV Ratio (including existing and proposed debt) greater than 85% (including any proposed debt) or (3) a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and the principal amount of the proposed additional loan) or (4) is one of the ten (10) largest Mortgage Loans (by Stated Principal Balance) or (5) has a Stated Principal Balance over $20,000,000. (c) Nothing in this Section 3.08 shall constitute a Servicing Advancewaiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect to such Mortgaged Property. (d) delivered Except as otherwise permitted by Sections 3.20 and 3.08(a), (b) and (e), neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Special Servicer shall provide copies of any waivers it effects pursuant to Section 3.08(a) or (b) to the Master Servicer and each Rating Agency with respect to each Mortgage Loan. To the Depositor extent not previously provided, the Master Servicer shall conclusively establish provide copies of any waivers they effect pursuant to Section 3.08(a) or (b) to the reasonableness Special Servicer and each Rating Agency with respect to each Mortgage Loan. (e) Notwithstanding any other provisions of this Section 3.08 or Section 3.20 but subject to Section 3.28, the Master Servicer may with respect to Non-Specially Serviced Mortgage Loans, without any Directing Certificateholder approval, Rating Agency confirmation or Special Servicer approval (provided, the Master Servicer delivers notice thereof to the Special Servicer and Directing Certificateholder, except to the extent that the Special Servicer or the Directing Certificateholder, as the case may be, notifies the Master Servicer that such party does not desire to receive copies of such items), (i) grant waivers of non-material covenant defaults (other than financial covenants), including late financial statements; (ii) grant releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or value of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law Mortgaged Property or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause or take any ability of the above actions if the Servicer believes the collections and other recoveries related Mortgagor to pay amounts due in respect of the Mortgage Loan would be maximized if as and when due provided such releases are required by the related Mortgage Loan were documents; (iii) approve or consent to grants of easements or right of way for utilities, access, parking, public improvements or another purpose or subordinations of the lien of Mortgage Loans to easements that do not accelerated and such actions not taken. The Mortgage Loan, as assumed, shall conform in all respects materially affect the use or value of a Mortgaged Property or a Mortgagor's ability to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Master Servicer and the Trustee that make 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 payments with respect to the related Mortgage File Loan; (iv) grant other routine approvals, including the granting of subordination, non-disturbance and which shallattornment agreements and leasing consents that affect less than the lesser of (a) 25% of the net rentable area of the Mortgaged Property, for all purposesor (b) 30,000 square feet; (v) consent to actions related to condemnation of non-material, be considered a part non-income producing parcels 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 Mortgaged Property that do not materially affect the use or substitution agreements. In connection with any such assumption value of the Mortgaged Property or substitution agreement, the Monthly Payment on ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan shall not be changed but shall remain or Companion Loan as and when due; (vi) consent to a change in effect immediately prior property management relating to the assumption any Mortgage Loan or substitution, the stated maturity Companion Loan with respect to Mortgage Loans or Companion Loans with an outstanding principal amount balance 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, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.less than $2,500,000; and

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the 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; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which such Opinion of Counsel shall not be required. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause or take any if in the reasonable judgment of the above actions if Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the Servicer believes original Mortgagor from liability would be in the collections and other recoveries in respect best interests of the Mortgage Loan would be maximized if the Mortgage Loan were not accelerated and such actions not takenCertificateholders. 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 Trustee and the Trustee NIMs Insurer that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the NIMs Insurer) 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, no material term of the Monthly Payment on the related Mortgage Loan shall Note (including, but not be changed but shall remain as in effect immediately prior to the assumption or substitutionlimited to, the stated maturity or outstanding principal Mortgage Rate, the amount of such Mortgage Loan Scheduled Payment, the Maximum Rate, the Minimum Rate, the Gross Margin, the Periodic Rate Cap, the Adjustment Date, a Prepayment Charge or any other term affecting the amount or timing of payment) 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, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the 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; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause or take any if in the reasonable judgment of the above actions if Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the Servicer believes original Mortgagor from liability would be in the collections and other recoveries in respect best interests of the Mortgage Loan would be maximized if the Mortgage Loan were not accelerated and such actions not takenCertificateholders. 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, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) With respect to any Non-Designated Mortgage Loan, each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Non-Designated Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from 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. (b) With respect to any Non-Designated Mortgage Loan, if a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" ” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event a Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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 Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the related 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 customarily used by such Servicer for the servicing of similar mortgage loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non-Designated Mortgage Loan. (d) With respect to any Non-Designated Mortgage Loan, subject to a Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, the related Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When (a) With respect to a Non Designated Mortgage Loan, the Master Servicer and each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 Servicer or the related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Non Designated Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Master Servicer or such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the "exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) With respect to a Non Designated Mortgage Loan, if the Master Servicer or a Servicer reasonably believes it is unable under applicable law to enforce such “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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In or such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event the Master Servicer or such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the Master Servicer or a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer or 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 Non Designated Mortgage Loan or the outstanding principal amount of the Non Designated Mortgage Loan shall be changed. (c) To the extent that any Non Designated Mortgage Loan is assumable, the Master Servicer or the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Non Designated Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the Master Servicer or the related Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non Designated Mortgage Loan. (d) With respect to a Non Designated Mortgage Loan, subject to the Master Servicer’s and each Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged Property has been conveyed to a Person by the related Mortgagor, and such Person is to enter into an assumption agreement or take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Non Designated Mortgage Loan, the Master Servicer believes or such Servicer shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Master Servicer or the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to Master Servicer or the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 Master Servicer or a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by the Master Servicer or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) The Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any order the "due-on-sale" clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Servicer shall not exercise any such right rights if prohibited by law from 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. (b) If the Servicer reasonably believes it is unable under applicable law to enforce such "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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing is not permitted under applicable law, event the Servicer is authorized unable under applicable law to enter into require that the original Mortgagor remain liable under the Mortgage Note, 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. In addition to Notwithstanding the foregoing, a 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. 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. (c) To the extent that any Mortgage Loan is assumable, the 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not be required meet such underwriting criteria, the related 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. (d) Subject to the Servicer's duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding The Trust Fund shall treat the foregoing paragraph rights of the Class A-IO Certificates, in the portion of the Trust Fund consisting of the Prepayment Premium, as the beneficial interest in a grantor trust and not as an interest in or any other provision an obligation of this AgreementREMIC I, REMIC II or the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, Master REMIC for any reason whatsoeverfederal income tax purposes.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) The Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Servicer shall not exercise any such right rights if prohibited by law from 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. (b) If the Servicer reasonably believes it is unable under applicable law to enforce such “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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing is not permitted under applicable law, event the Servicer is authorized unable under applicable law to enter into require that the original Mortgagor remain liable under the Mortgage Note, 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. In addition to Notwithstanding the foregoing, the Servicer shall not be required 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. 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. (c) To the extent that any Mortgage Loan is assumable, the Servicer shall inquire diligently, in accordance with Accepted Servicing Practices, into the creditworthiness of the proposed transferee, and shall use the underwriting criteria for approving the credit of the proposed transferee customarily used by the Servicer for the servicing of similar mortgage loans. If the credit of the proposed transferee does not meet such underwriting criteria, the 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. (d) With respect to any Mortgage Loan, subject to the Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not taken. The Mortgage Loansubstitution, as assumed, shall conform in all respects assumption or other agreement or instrument delivered to the requirementsTrustee for execution by it, representations and warranties the Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Agreementsubsection have been met in connection therewith. The Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 of liability agreement shall will be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) The Servicer shall use its best efforts to enforce any “due on sale” provision contained in any 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, 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 Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "due-on-the “due on sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Servicer shall not exercise any such right rights if prohibited by law from 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. (b) If the Servicer reasonably believes it is unable under applicable law to enforce such “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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing is not permitted under applicable law, event the Servicer is authorized unable under applicable law to enter into require that the original Mortgagor remain liable under the Mortgage Note, 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. In addition to Notwithstanding the foregoing, the Servicer shall not be required deemed to enforce be in default under this Section by reason of any "due-on-sale" clause transfer or take assumption which the 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 above actions if Mortgage Note, including without limitation, the Servicer believes Mortgage Rate borne by the collections and other recoveries in respect related Mortgage Note, the term of the Mortgage Loan would be maximized if or the outstanding principal amount of the Mortgage Loan were shall be changed. (c) To the extent that any Mortgage Loan is assumable, the 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not accelerated meet such underwriting criteria, the 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. (d) Subject to the Servicer’s duty to enforce any due on sale clause to the extent set forth in this Section 3.11, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such actions not taken. The 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, as assumed, the Servicer shall conform in all respects prepare and deliver or cause to be prepared and delivered to the requirementsTrustee for signature and shall direct, representations in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and warranties 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 Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Agreementsubsection have been met in connection therewith. The Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 of liability agreement shall will be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) With respect to any Non-Designated Mortgage Loan, each Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Non-Designated Mortgage Loan under any the "due-on-sale" clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) With respect to any Non-Designated Mortgage Loan, if a Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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 Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Non-Designated Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non-Designated Mortgage Loan. (d) With respect to any Non-Designated Mortgage Loan, subject to each Servicer's duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged Property has been conveyed to a Person by the related Mortgagor, and such Person is to enter into an assumption agreement or take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, such Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer Trustee and the Trustee Trust Administrator that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee and the original Trust Administrator a copy of such substitution or assumption or substitution agreement (indicating agreement, and shall forward the Mortgage File original to the Custodian 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When (a) As to each Mortgage Loan, Trust Companion Loan (other than a Mortgaged Property has been or is about to be conveyed by Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge nature of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "a “due-on-sale" clause contained ” clause, which by its terms: (i) provides that such Mortgage Loan and any related Companion Loan or Trust Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; or (ii) provides that such Mortgage Loan and any related Companion Loan or Trust Companion Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage NoteLoan or related Serviced Companion Loan or Trust Companion Loan is being serviced under this Agreement, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan or Trust Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that, (i) with respect to all Mortgage Loans or the related Trust Companion Loan, the Special Servicer, prior to itself taking such an action, shall obtain prior to the occurrence and continuance of a Control Event, the prior written consent (or deemed consent) of the Directing Certificateholder (or after the occurrence and continuance of a Control Event, but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.07 hereof), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to by the Directing Certificateholder) of the Special Servicer’s written analysis and recommendation with respect to such waiver together with such other information reasonably required by the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, at all times, prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor Agreement), and (ii) with respect to any Mortgage Loan or Trust Companion Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans or Trust Companion Loan with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans or Trust Companion Loan outstanding (by Stated Principal Balance), the Special Servicer, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30), provided, however, that with respect to subclauses (y) and (z) of this subclause (ii), such Mortgage Loan or Trust Companion Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. In connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Special Servicer shall deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.30 of this Agreement. If any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer, with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have been satisfied, or, with respect to any Mortgage Loan which does not allow the mortgagee discretion in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption have been satisfied, the Special Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to whether such conditions have been satisfied. (b) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan that contains a provision in the nature of a “due-on-encumbrance” clause that by its terms: (i) provides that such Mortgage Loan, Trust Companion Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; or (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; then, for so long as such Mortgage Loan (and related Trust Companion Loan or Companion Loan, if applicable) is serviced under this Agreement, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided that (i) the Special Servicer has obtained prior to the occurrence and continuance of a Control Event, the prior written consent (or deemed consent) of the Directing Certificateholder, which consent shall be deemed given ten (10) Business Days after receipt by the Directing Certificateholder of the Special Servicer’s written analysis and recommendation with respect to such waiver or exercise of such rights together with such other information reasonably required by the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, at all times, prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required under the Intercreditor Agreement), and (ii) the Special Servicer has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Trust Companion Loan or Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans or Trust Companion Loan (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000; provided, however, that the Servicer shall not exercise any with respect to subclauses (A), (B), (C) and (D) of this subclause (ii), such 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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. 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 or Trust Companion Loan were not accelerated and shall also have a Stated Principal Balance of at least $10,000,000 for such actions not taken. The Mortgage Loan, as assumed, shall conform in all respects Rating Agency Confirmation requirement 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 agreementsapply. In connection with any such assumption or substitution agreementrequest for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the Monthly Payment on related rating agencies) pursuant to this Section 3.08(b), the Special Servicer shall deliver a Review Package to such Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating agencies) in accordance with Section 3.30 of this Agreement. To the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a) shall not be changed but an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall remain as in effect immediately prior use reasonable efforts to make the related Mortgagor bear such costs and expenses. If any Mortgage Loan, Trust Companion Loan or related Companion Loan provides that such Mortgage Loan, Trust Companion Loan or related Companion Loan may be further encumbered without the consent of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with respect to the assumption satisfaction of such conditions, then for so long as such Mortgage Loan, Trust Companion Loan or substitutionrelated Companion Loan is being serviced under this Agreement, the stated maturity Special Servicer, with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan), on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied. (c) Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or outstanding principal amount other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect to such Mortgaged Property. (d) Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.20, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan, Trust Companion Loan and related Serviced Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer and the Special Servicer, as applicable, shall not be changed nor shall provide copies of any required monthly payments final waivers (except with respect to provision of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a) or entering into an (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, each Rating Agency (via the 17g-5 Information Provider’s Website in accordance with Section 3.30) and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a) or (b) and shall be retained by or paid to the Servicer as additional servicing compensation. forward thereto a copy of such agreement. (e) [Reserved]. (f) Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Special Servicer may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause relating to any Mortgage Loan without (prior to the occurrence and continuance of a Control Event) the consent of the Directing Certificateholder (or after the occurrence and during the continuance of a Control Event, but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.07 hereof). The Directing Certificateholder shall not have ten (10) Business Days after receipt of notice along with the Master Servicer’s or Special Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting of consent and any additional information the Directing Certificateholder may reasonably request from the Special Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance” clause in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice from the Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver or consent). (g) Notwithstanding the foregoing provisions of this Section 3.08, if the Special Servicer makes a determination under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan, Trust Companion Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be in defaultsubject to an assumption or other fee, breach or any other violation of its obligations hereunder by reason of any assumption of a unless such fees are otherwise prohibited pursuant to the Mortgage Loan by operation of law or documents; provided that any assumption which such fee not provided for in the Servicer may be restricted by law from preventing, for any reason whatsoeverMortgage Loan documents does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about (a) As to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related each Mortgage Loan under (other than a Non-Serviced Mortgage Loan) and any "related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale" clause contained ” clause, which by its terms: (i) provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; or (ii) provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, then, for so long as such Mortgage Note; Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer or, with respect to all Non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that, (i) with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer has obtained the prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given after five (5) Business Days after the ten (10) Business Day review period of the Directing Certificateholder, (or, with respect to such ten (10) Business Day period, such longer period as required by the related Intercreditor Agreement for review by any related Companion Loan), after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer, (ii) with respect to all Specially Serviced Mortgage Loans and Non-Specially Serviced Mortgage Loans, the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer, obtain, and, prior to itself taking such an action, the Special Servicer shall obtain prior to the occurrence and continuance of a Control Event, the prior written consent (or deemed consent) of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan, to the extent required under the Intercreditor Agreement) (or after the occurrence and continuance of a Control Event, but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.07 hereof), which consent shall be deemed given ten (10) Business Days after receipt from the Special Servicer (unless earlier objected to by the Directing Certificateholder) of the Master Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver together with such other information reasonably required by the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, at all times, prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor Agreement) and (iii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30), provided, however, that the Servicer shall not exercise any with respect to subclauses (y) and (z) of this subclause (iii), such 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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. 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 shall also have a Stated Principal Balance of at least $10,000,000 for such actions not taken. The Mortgage Loan, as assumed, shall conform in all respects Rating Agency Confirmation requirement 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 agreementsapply. In connection with any such assumption or substitution agreementrequest for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the Monthly Payment on related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, as applicable, shall (if not already provided in accordance with Section 3.30 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.30 of this Agreement. If any Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption (other than a Non-Serviced Mortgage Loan) or substitution, the stated maturity or outstanding principal amount of related Serviced Companion Loan provides that such Mortgage Loan shall not or related Serviced Companion Loan may be changed nor shall any required monthly payments assumed or transferred without the consent of principal the mortgagee; provided that certain conditions are satisfied, then for so long as such Mortgage Loan 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 related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer, with respect to all Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage Loan), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have been satisfied, or, with respect to any Non-Specially Serviced Mortgage Loan which does not allow the mortgagee discretion in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to whether such conditions have been satisfied. (b) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan that contains a provision in the nature of a “due-on-encumbrance” clause that by its terms: (i) provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; or (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; then, for so long as such Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the Special Servicer or, with respect to all Non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall not (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided that (i) with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer has made a recommendation and obtained the prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given five (5) Business Days after the ten (10) Business Day review period of the Directing Certificateholder, (or, with respect to such ten (10) Business Day period, such longer period as required by the related Intercreditor Agreement for review by any related Companion Holder), after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer, (ii) with respect to all Specially Serviced Mortgage Loans and Non-Specially Serviced Mortgage Loans, the Special Servicer has obtained prior to the occurrence and continuance of a Control Event, the prior written consent (or deemed consent) of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan, to the extent required under the Intercreditor Agreement), which consent shall be deemed given ten (10) Business Days after receipt by the Directing Certificateholder of the Special Servicer’s written analysis and recommendation with respect to such waiver or exercise of such rights together with such other information reasonably required by the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, at all times, prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required under the Intercreditor Agreement), and (iii) the Master Servicer or the Special Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in defaultthe downgrade, breach withdrawal or any other violation qualification of its obligations hereunder by reason then-current ratings of any assumption class of a Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.Stated Principal Balance) or

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the The Master Servicer shall, except as set forth belowwill, to the extent it has knowledge of such any conveyance or prospective conveyanceconveyance 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 accelerate the maturity of the related such Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right rights if the "due-on-sale" clause, in the reasonable belief of the Servicer, it reasonably believes that it is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the prohibited by law from doing so or if such enforcement of any "due-on-sale" clause that would will adversely affect or jeopardize required coverage under any Required the Insurance PolicyInstruments. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to If the Master Servicer and is unable to enforce such "due on- sale" clause (as provided in the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any previous sentence) or if no "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such eventapplicable, the Master Servicer shall make reasonable efforts to or the Sub-Servicer will enter into an assumption and modification agreement 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 and, unless prohibited to the extent permitted by applicable law or the Mortgagestate law, the Mortgagor remains liable thereon; provided, however, that the Master Servicer shall not enter into any assumption and modification agreement if the coverage provided under the Primary Insurance Policy, if any, would be impaired by doing so. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as the Mortgagor and becomes liable under the Mortgage Note. In addition to , if the foregoing, the Master Servicer shall have determined in good faith that such substitution will not be required to enforce any "due-on-sale" clause or take any of adversely affect the above actions if the Servicer believes the collections and other recoveries in respect collectability of the Mortgage Loan would Loan. Any fee collected by or on behalf of the Master Servicer for entering into an assumption or substitution of liability agreement will be maximized if retained by or on behalf of the Master Servicer as additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Loan were Note (including but not accelerated limited to the Mortgage Rate, the amount of the Monthly Payment and such actions not takenany other term affecting the amount or timing of payment on the Mortgage Loan) may be changed. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)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 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 Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which that the Master Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale of a Mortgaged Property that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) With respect to any Mortgage Loan, the Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Servicer theServicer shall not exercise any such right rights if prohibited by law from 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. (b) With respect to any Mortgage Loan, if the Servicer reasonably believes it is unable under applicable law to enforce such “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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing is not permitted under applicable law, event the Servicer is authorized unable under applicable law to enter into require that the original Mortgagor remain liable under the Mortgage Note, 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. In addition to Notwithstanding the foregoing, the Servicer shall not be required 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. 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. (c) To the extent that any Mortgage Loan is assumable, the 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 customarily used by the Servicer for the servicing of similar mortgage loans. If the credit of the proposed transferee does not meet such underwriting criteria, the 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. (d) With respect to any Mortgage Loan, subject to the Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not taken. The Mortgage Loansubstitution, as assumed, shall conform in all respects assumption or other agreement or instrument delivered to the requirementsTrustee for execution by it, representations and warranties the Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Agreementsubsection have been met in connection therewith. The Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 of liability agreement shall will be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "due-on-sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policyinsurance policy. An Opinion of Counsel at In the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to event the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts 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 law or unless the MortgageMortgage 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. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect 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 a Mortgage Loan would be maximized if the such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan were not accelerated under the Code (or Treasury regulations promulgated thereunder) and such actions not takencause 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or 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, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.instruments

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a The Servicer shall use its commercially reasonable best efforts to enforce any “due-on-sale” provision contained in any 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, 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 Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Servicer shall not exercise any such right rights if prohibited by law from doing so. If the "Servicer reasonably believes it is unable under applicable law to enforce such “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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (a) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (b) in the foregoing is not permitted under applicable law, event the Servicer is authorized unable under applicable law to enter into require that the original Mortgagor remain liable under the Mortgage Note and the Servicer has the prior consent of the primary mortgage guaranty insurer, if any, 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. In addition to the foregoing, If an assumption fee is collected by the Servicer shall not for entering into an assumption agreement the fee will be required to enforce any "due-on-sale" clause or take any of the above actions if retained by 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 agreementsadditional servicing compensation. In connection with any such assumption or substitution agreementassumption, neither the Monthly Payment on Mortgage Rate borne by the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitutionNote, the stated maturity or term of the Mortgage Loan, the outstanding principal amount of such the Mortgage Loan nor any other material terms shall not be changed nor unless such change would be consistent with accepted servicing practices. To the extent that any Mortgage Loan is assumable, the Servicer shall any required monthly payments inquire diligently into the credit-worthiness of principal or interest the proposed transferee, and shall apply such underwriting standards and follow such practices and procedures as shall be deferred or forgivennormal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. Any fee collected If the credit-worthiness of the proposed transferee does not meet such underwriting standards, the Servicer diligently shall, to the extent permitted by the Servicer for consenting to any such conveyance Mortgage or entering into an assumption or substitution agreement shall be retained the Mortgage Note and by or paid to applicable law, accelerate the Servicer as additional servicing compensationmaturity of the Mortgage Loan. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) Each Servicer shall use its best efforts to enforce any "due-on-sale" provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any the "due-on-sale" clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) If a Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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. (c) To the extent that any Mortgage Loan is assumable, the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related 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. (d) Subject to each Servicer's duty to enforce any "due-on-sale" 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) Each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from 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. (b) If a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" ” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event a Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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. (c) To the extent that any Mortgage Loan is assumable, the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related 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. (d) Subject to a Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the related Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When (a) With respect to a Mortgage Loan, each Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the such Servicer shall not exercise any such right rights if prohibited by law from doing so or if the "exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) With respect to a Mortgage Loan, if a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale" ” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing event such Servicer is not permitted unable under applicable lawlaw to require that the original Mortgagor remain liable under the Mortgage Note, the Servicer is authorized to enter into 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. In addition to Notwithstanding the foregoing, the a Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which 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. (c) To the extent that any Mortgage Loan is assumable, the related 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 FNMA with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related 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. (d) With respect to a Mortgage Loan, subject to each Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged Property has been conveyed to a Person by the related Mortgagor, and such Person is to enter into an assumption agreement or take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not takensubstitution, 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 subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Master Servicer Trustee and the Trustee Trust Administrator that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee and the original Trust Administrator a copy of such substitution or assumption or substitution agreement (indicating agreement, and shall forward the Mortgage File original to the Custodian 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 a Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the The Master Servicer shall, except as set forth belowwill, to the extent it has knowledge of such any conveyance or prospective conveyanceconveyance 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 accelerate the maturity of the related such Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right rights if it reasonably believes that it is prohibited by law from doing so. If the "due-on-sale" clause, in the reasonable belief of the Servicer, Master Servicer is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation unable to the enforcement of any enforce such "due-on-sale" clause that would adversely affect (as provided in the previous sentence) or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any if no "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such eventapplicable, the Master Servicer shall make reasonable efforts to or the Sub-Servicer will enter into an assumption and modification agreement 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 and, unless prohibited to the extent permitted by applicable law or the Mortgagestate law, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as the Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause Any fee collected by or take any on behalf 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 for entering into an assumption or substitution of liability agreement has been completed will be retained by forwarding to or on behalf of 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 Master Servicer as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreementsadditional servicing compensation. In connection with any such assumption or substitution agreementassumption, no material term of the Mortgage Note (including but not limited to the Mortgage Rate, the amount of the Monthly Payment Payment, the Maximum Rate, the Minimum Rate, the Gross Margin, the Periodic Rate Cap and any other term affecting the amount or timing of payment on the related Mortgage Loan Loan) may be changed. The Master Servicer shall not be changed but enter into any substitution or assumption if such substitution or assumption shall remain as in effect immediately prior to the assumption (i) constitute a "significant modification" effecting an exchange or substitution, the stated maturity or outstanding principal amount reissuance of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal under the Code (or interest be deferred final, temporary or forgiven. Any fee collected by proposed Treasury Regulations promulgated thereunder) and cause the Servicer for consenting Trust Fund to any such conveyance fail to qualify as a REMIC under the REMIC Provisions or entering into an assumption or substitution agreement shall be retained by or paid to (ii) cause the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason imposition of any assumption of a Mortgage Loan by operation of law tax on "prohibited transactions" or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever."

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "“due-on-sale" ” clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policyinsurance policy. An Opinion of Counsel at In the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to event the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts 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 law or unless the MortgageMortgage 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. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect 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 a Mortgage Loan would be maximized if the such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan were not accelerated under the Code (or Treasury regulations promulgated thereunder) and such actions not takencause 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or 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 terms of the related Mortgage Loan Note 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 forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "due-on-sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policyinsurance policy. An Opinion of Counsel at In the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to event the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts 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 law or unless the MortgageMortgage 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. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect 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 a Mortgage Loan would be maximized if the such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan were not accelerated under the Code (or Treasury regulations promulgated thereunder) and such actions not takencause 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or 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 terms of the related Mortgage Loan Note 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 forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "due-on-sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policyinsurance policy. An Opinion of Counsel at In the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to event the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts 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 law or unless the MortgageMortgage 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. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect 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 a Mortgage Loan would be maximized if the such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan were not accelerated under the Code (or Treasury regulations promulgated thereunder) and such actions not takencause 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or 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 terms of the related Mortgage Loan Note 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 forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a (a) With respect to any Non-Designated Mortgage Loan, the Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any 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, 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 Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related such Non-Designated Mortgage Loan under any "the “due-on-sale" ” clause contained in the related Mortgage or Mortgage Note; applicable thereto, provided, however, that the Servicer shall not exercise any such right rights if prohibited by law from 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. (b) With respect to any Non-Designated Mortgage Loan, if the Servicer reasonably believes it is unable under applicable law to enforce such “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 enforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such event, the Servicer shall make reasonable efforts to enter into (i) an assumption and modification agreement with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or and the Mortgage, the original Mortgagor remains liable thereon. If thereon or (ii) in the foregoing is not permitted under applicable law, event the Servicer is authorized unable under applicable law to enter into require that the original Mortgagor remain liable under the Mortgage Note, 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. In addition to Notwithstanding the foregoing, the Servicer shall not be required 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. 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 Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the 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 customarily used by the Servicer for the servicing of similar mortgage loans. If the credit of the proposed transferee does not meet such underwriting criteria, the Servicer diligently shall, to the extent permitted by the Mortgage or the Non-Designated Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan. (d) With respect to any Non-Designated Mortgage Loan, subject to the Servicer’s duty to enforce any "due-on-sale" sale clause to the extent set forth in this Section 3.11, 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 take any modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the above actions Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, the Servicer believes shall prepare and deliver or cause to be prepared and delivered to the collections 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 recoveries in respect instruments as are reasonable or necessary to carry out the terms of the Mortgage Loan would be maximized if 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 Loan were not accelerated and Note may be changed. Together with each such actions not taken. The Mortgage Loansubstitution, as assumed, shall conform in all respects assumption or other agreement or instrument delivered to the requirementsTrustee for execution by it, representations and warranties the Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Agreementsubsection have been met in connection therewith. The Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates)agreement, which copy in the case of the original 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 of liability agreement shall will be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "due-on-sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policyinsurance policy. An Opinion of Counsel at In the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to event the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts 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 law or unless the MortgageMortgage 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 Mortgage Insurance Policy. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect to enforce any a Mortgage Loan if such substitution or assumption shall (i) both constitute a "due-on-salesignificant modification" clause effecting an exchange or take reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause any of the above actions if REMICs to fail to qualify as a REMIC under the Servicer believes REMIC Provisions, (ii) cause the collections and other recoveries in respect imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC Provisions or (iii) change the applicable Mortgage Loan would be maximized if the Mortgage Loan were not accelerated and such actions not takenInterest Rate. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding and shall forward to the Trustee Custodian the original copy of such substitution or 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 terms of the related Mortgage Loan Note 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 forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "due-on-on- sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in 135 the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policyinsurance policy. An Opinion of Counsel at In the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to event the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts 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 law or unless the MortgageMortgage 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. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect 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 a Mortgage Loan would be maximized if the such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan were not accelerated under the Code (or Treasury regulations promulgated thereunder) and such actions not takencause 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or 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 terms of the related Mortgage Loan Note 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 forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "due-on-sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policyinsurance policy. An Opinion of Counsel at In the expense of the Servicer (which expense shall constitute a Servicing Advance) delivered to event the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts 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 law or unless the MortgageMortgage 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. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted 100 as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect 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 a Mortgage Loan would be maximized if the such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan were not accelerated under the Code (or Treasury regulations promulgated thereunder) and such actions not takencause 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 Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Master Servicer and the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or 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 terms of the related Mortgage Loan Note 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 forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.