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

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause applicable thereto, provided, however, that such Servicer shall not exercise such 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 or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such Servicer shall not exercise such 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 the 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 or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. Subject to each Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such Servicer shall not exercise such 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 or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. Subject to each Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each Servicer shall use its best efforts to enforce In any “due-on-sale” provision contained case in any related Mortgage or Mortgage Note and to deny assumption by the person to whom the which a Mortgaged Property has been or is about to be sold conveyed by the related Mortgagor, whether by absolute conveyance or by conveyance, contract of salesale or otherwise, and whether or not the such Mortgagor remains liable on the Mortgage thereon, and the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related Master Servicer shall, to the extent it has knowledge of such prospective conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause applicable thereto, provided, however, that such Master Servicer shall not exercise such 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 or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. Subject to each Servicer’s duty to enforce any due-on-sale clause provision contained in such Mortgage Documents to the extent set forth permitted by such Mortgage Documents, unless such provision in this Section 3.10the reasonable judgment of the Master Servicer is not exercisable under applicable law, governmental regulations or in the Master Servicer's reasonable judgment that it would be in the best financial interests of the Trust, in any which case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to the Master Servicer may enter into an assumption agreement or and modification agreement or supplement 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 Note or Mortgage that requires Loans and the signature related Mortgaged Properties; and the Issuer and the Indenture Trustee each shall promptly execute any such documents upon the request of the TrusteeMaster Servicer, and (ii) approve the granting of an easement on Mortgaged Property in favor of another Person, any alteration or demolition of such Mortgaged Property or other similar matters, if an instrument it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of release signed by the Trustee is required releasing the Mortgagor from liability on the related Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewithsecurity for, and the timely and full collection of, such Mortgage Loan would not be adversely affected thereby. The related Master Servicer shall notify the Indenture Trustee that any such assumption or substitution or assumption agreement has been completed by forwarding to the Indenture Trustee the original copy of such assumption or substitution or assumption agreement, which in the case of the original Indenture Trustee shall be added 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. Any The Master Servicer shall retain as servicing compensation any fee collected by a the Master Servicer for entering into an assumption, modification assumption or substitution of liability agreement will agreement. A partial release pursuant to this Section shall be retained permitted only if the 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 of the related Cut-Off Date. Notwithstanding the 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 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 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 Servicer as additional servicing compensationMortgagor.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each Servicer shall use its best efforts (a) Except as otherwise provided in this Section 3.11(a), when any property subject to enforce any “due-on-sale” provision contained in any related a 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, shall to the extent that it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “enforce any due-on-sale” sale clause applicable theretocontained in any Mortgage Note or Mortgage, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy; provided, however, that such the Servicer shall not exercise any such right if the due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law. An Opinion of Counsel, which shall be reimbursable as a Servicing Advance to the extent provided in Section 3.08(a)(ii) hereof, delivered to the Trustee and the Depositor to the foregoing shall conclusively establish the reasonableness of such belief, but which shall not be required. Notwithstanding the foregoing, the Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Servicer is prohibited by law from doing so or if the exercise of enforcing any 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 orsale clause, or if coverage under any of Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the other conditions set forth in the last sentence of the preceding paragraph applyServicer is authorized, such Servicer shall subject to Section 3.11(b), to take or enter into (i) an assumption and modification agreement from or with the person Person to whom such property has been or is about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and and, unless prohibited by applicable law, the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law to require thereon, provided that the original Mortgagor remain liable under Mortgage Loan shall continue to be covered (if so covered before the Mortgage Note and Servicer enters such Servicer has agreement) by the applicable Required Insurance Policies. The Servicer, subject to Section 3.11(b), is also authorized with the prior consent approval of the primary mortgage guaranty insurer, insurers under any Required Insurance Policies to enter into a substitution of liability agreement with the purchaser of the Mortgaged Property such Person, pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a the Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which such that 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. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such the Servicer shall not exercise such 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 acceleratedany. If a the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” clause or" clause, if any the Servicer shall with the prior written consent of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall Pool Insurer enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such the Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and such the Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a the Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which such 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 each the Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such the Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a the Servicer for entering into an assumption, modification assumption or substitution of liability agreement will be retained by such the Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each Servicer shall use its best efforts to enforce In any “due-on-sale” provision contained case in any related Mortgage or Mortgage Note and to deny assumption by the person to whom the which a Mortgaged Property has been or is about to be sold conveyed by the related Mortgagor, whether by absolute conveyance or by conveyance, contract of salesale or otherwise, and whether or not the such Mortgagor remains liable on the Mortgage thereon, and the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related Master Servicer shall, to the extent it has knowledge of such prospective conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause applicable thereto, provided, however, that such Master Servicer shall not exercise such 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 or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. Subject to each Servicer’s duty to enforce any due-on-sale clause provision contained in such Mortgage Documents to the extent set forth permitted by such Mortgage Documents, unless such provision in this Section 3.10the reasonable judgment of the Master Servicer is not exercisable under applicable law, governmental regulations or in the Master Servicer’s reasonable judgment that it would be in the best financial interests of the Trust, in any which case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to the Master Servicer may enter into an assumption agreement or and modification agreement or supplement 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 Note or Mortgage that requires Loans and the signature related Mortgaged Properties; and the Issuer and the Indenture Trustee each shall promptly execute any such documents upon the request of the TrusteeMaster Servicer, and (ii) approve the granting of an easement on Mortgaged Property in favor of another Person, any alteration or demolition of such Mortgaged Property or other similar matters, if an instrument it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of release signed by the Trustee is required releasing the Mortgagor from liability on the related Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewithsecurity for, and the timely and full collection of, such Mortgage Loan would not be adversely affected thereby. The related Master Servicer shall notify the Indenture Trustee that any such assumption or substitution or assumption agreement has been completed by forwarding to the Indenture Trustee the original copy of such assumption or substitution or assumption agreement, which in the case of the original Indenture Trustee shall be added 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. Any The Master Servicer shall retain as servicing compensation any fee collected by a the Master Servicer for entering into an assumption, modification assumption or substitution of liability agreement will agreement. A partial release pursuant to this Section shall be retained permitted only if the 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 of the related Cut-Off Date. Notwithstanding the 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 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 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 Servicer as additional servicing compensationMortgagor.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each The Master Servicer shall use its best efforts will, to enforce the extent it has knowledge of any “due-on-sale” provision contained in conveyance or prospective conveyance by any related Mortgage or Mortgage Note and to deny assumption by the person to whom Mortgagor of 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 or is to remain liable on under the Mortgage and Note or the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related Servicer shall, to the extent it has knowledge of such conveyanceMortgage), exercise or cause to be exercised its rights to accelerate the maturity of such Mortgage Loan under the “any "due-on-sale” " clause applicable thereto; PROVIDED, provided, howeverHOWEVER, that such the Master Servicer shall not exercise any such rights if it reasonably believes that it is prohibited by law from doing so so. The Master Servicer or the related Sub-Servicer may repurchase a Mortgage Loan at the Purchase Price when the Master Servicer requires acceleration of the Mortgage Loan, but only if the exercise of Master Servicer is satisfied, as evidenced by an Officer's Certificate delivered to the Trustee, that either (i) such rights would impair Mortgage Loan is in default or threaten to impair any recovery under the related Primary Insurance Policy, default is reasonably foreseeable or (ii) if any or, if consistent with Accepted Servicing Practicessuch Mortgage Loan is not in default or default is not reasonably foreseeable, such Servicer believes repurchase will have no adverse tax consequences for the collections and other recoveries in respect of such Mortgage Loans could reasonably be expected to be maximized if the Mortgage Loan were not acceleratedTrust Fund or any Certificateholder. If a the Master Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause or, if any of the other conditions set forth (as provided in the last sentence of second preceding sentence) or if no "due-on-sale" clause is applicable, the preceding paragraph apply, such Master Servicer shall or the Sub-Servicer is authorized to enter into (i) an assumption and modification agreement with the person Person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and and, to the original extent permitted by applicable state law, the Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law to require thereon; PROVIDED, HOWEVER, that the original Mortgagor remain liable under the Mortgage Note and such Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a Master 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. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an any assumption agreement or and modification agreement or supplement to if the Mortgage Note or Mortgage that requires coverage provided under the signature of the TrusteePrimary Insurance Policy, or if an instrument of release signed any, would be impaired by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewithdoing so. The related Master Servicer shall notify the Trustee that any Trustee, whenever possible, before the completion of such substitution or assumption agreement has been completed by forwarding agreement, and shall forward to the Trustee Custodian the original copy of such substitution or assumption agreement, which in the case of the original copy shall be added by the Custodian 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. In connection with any such assumption agreement, the interest rate on the related Mortgage Loan shall not be changed and no other material alterations in the Mortgage Loan shall be made unless such material alteration would not cause any of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC for federal income tax purposes, as evidenced by an Opinion of Counsel. 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. Any fee collected by a or on behalf of the Master Servicer for entering into an assumption, modification assumption or substitution of liability agreement will be retained by such or on behalf of the Master Servicer as additional servicing compensation.. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the Mortgage Rate, the amount of the Monthly Payment and any other term affecting the amount or timing of payment on the Mortgage Loan) may be changed. The Master Servicer shall not enter into any substitution or assumption if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause any of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "prohibited transactions" or "

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each The Servicer shall use its commercially reasonable 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause applicable thereto, ; provided, however, that such the Servicer shall not exercise such 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 acceleratedso. If a the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause orclause, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (ia) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (iib) in the event such the Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and such the Servicer has the prior consent of the primary mortgage guaranty insurer, if any, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding If an assumption fee is collected by the foregoing, a Servicer shall not for entering into an assumption agreement the fee will be deemed to be in default under this Section retained by reason of any transfer or assumption which such the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoeveras additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note, including without limitation, neither the Mortgage Rate borne by the related Mortgage Note, the term of the Mortgage Loan or Loan, the outstanding principal amount of the Mortgage Loan nor any other material terms shall be changedchanged unless such change would be consistent with accepted servicing practices. Subject To the extent that any Mortgage Loan is assumable, the Servicer shall inquire diligently into the credit-worthiness of the proposed transferee, and shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to each Servicer’s duty to enforce any dueother mortgage loans owned solely by it. If the credit-on-sale clause worthiness of the proposed transferee does not meet such underwriting standards, the Servicer diligently shall, to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person permitted by a Mortgagor, and such Person is to enter into an assumption agreement the Mortgage or modification agreement or supplement to the Mortgage Note or Mortgage that requires and by applicable law, accelerate the signature maturity of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan. Notwithstanding the foregoing paragraph or any other provision of this Agreement, such the Servicer shall prepare and deliver or cause not be deemed to be prepared and delivered to the Trustee for signature and shall directin default, in writing, the Trustee to execute the breach or any other violation of its obligations hereunder by reason of any assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement of a Mortgage Loan by operation of law or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out by the terms of the Mortgage Note or Mortgage or otherwise 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 comply with any applicable laws regarding assumptions or the transfer also include a sale (of the Mortgaged Property Property) subject to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, that is not accompanied by an assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such Servicer as additional servicing compensationagreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each Servicer shall use its best efforts Ocwen shall, to enforce the extent it has knowledge of any “due-on-sale” provision contained in conveyance of any Mortgaged Property related to an Ocwen Mortgage Loan by 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 Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable on under the Mortgage and Note and/or the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related Servicer shall, to the extent it has knowledge of such conveyanceMortgage), exercise its rights to accelerate the maturity of such Ocwen Mortgage Loan under the “"due-on-sale” clause " clause, if any, applicable thereto, ; provided, however, that such Servicer Ocwen shall not exercise any such 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 acceleratedso. If a Servicer Ocwen reasonably believes it is unable under applicable law to enforce such “"due-on-sale” clause or" clause, or if any of the other conditions set forth in the last sentence of proviso to the preceding paragraph sentence apply, such Servicer Ocwen shall enter into (i) an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and and, to the original extent permitted by applicable state law, the Mortgagor remains liable thereon or (ii) in the event such Servicer thereon. Ocwen is unable under applicable law also authorized 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, enter into a substitution of liability agreement with the purchaser of the Mortgaged Property such person, pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property such person is substituted as the Mortgagor and becomes liable under the Mortgage Note. Notwithstanding , provided that no such substitution shall be effective unless such person satisfies the foregoing, a Servicer shall not be deemed then current underwriting criteria of Ocwen for mortgage loans similar 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 whatsoeverthe Ocwen Mortgage Loans. In connection with any assumption or substitution, Ocwen shall apply 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 underwriting standards and follow such practices and procedures as shall be changednormal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. Subject to each Servicer’s duty to enforce Ocwen shall not take or enter into any due-on-sale clause assumption and modification agreement, however, unless (to the extent set forth practicable in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer circumstances) it shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall directhave received confirmation, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with continued effectiveness of any applicable laws regarding assumptions hazard insurance policy. Any fee collected by Ocwen in respect of an assumption or the transfer substitution of the Mortgaged Property to such Personliability agreement will be retained by Ocwen as additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may be changed. Together with each such substitutionamended or modified, assumption or other agreement or instrument delivered except as otherwise required pursuant 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 therewithterms thereof. The related Servicer Ocwen shall notify the Trustee (or the Custodian) that any such substitution or assumption agreement has been completed by forwarding to the Trustee the executed original of such substitution or assumption agreement, which in the case of the original document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected Notwithstanding the foregoing paragraph or any other provision of this Agreement, Ocwen shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of an Ocwen Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which Ocwen may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.12, the term "assumption" is deemed to also include a Servicer for entering into sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption, modification assumption or substitution of liability agreement will be retained by such Servicer as additional servicing compensationagreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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 When a 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 such the related Mortgage Loan under the “any "due-on-sale” " clause applicable thereto, contained in the related Mortgage or Mortgage Note; provided, however, that such the Servicer shall not exercise any such rights if prohibited by law from doing so or right 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 or" clause, if any in the reasonable belief of the other conditions set forth Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the last sentence enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the preceding paragraph applyServicer (which expense shall constitute a Servicing Advance) delivered to the 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 such Opinion of Counsel 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 and, unless prohibited by applicable law or the original Mortgage, the Mortgagor remains liable thereon or (ii) in thereon. If the event such foregoing is not permitted under applicable law, the Servicer is unable under applicable law authorized 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, enter into a substitution of liability agreement with the purchaser of the Mortgaged Property such Person, pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding In addition to the foregoing, a the 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. Subject to each Servicer’s duty required to enforce any "due-on-sale sale" clause to if in the extent set forth in this Section 3.10reasonable judgment of the Servicer, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter entering into an assumption agreement or and modification agreement or supplement with a Person 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 whom such property shall be conveyed and releasing the original Mortgagor from liability on would be in the best interests of the Certificateholders. The Mortgage Loan, such Servicer as assumed, shall prepare and deliver or cause to be prepared and delivered conform in all respects to the Trustee for signature requirements, representations and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements warranties of this Section 3.10 have been met in connection therewithAgreement. The related Servicer shall notify the Trustee and the NIMs Insurer that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trustee (with a copy to the NIMs Insurer) the original copy of such assumption or substitution or assumption agreement, agreement (indicating the Mortgage File to which in the case of the original 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 Mortgage Note (including, but not limited to, the Mortgage Rate, the amount of 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 be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by a the Servicer for consenting to any such conveyance or entering into an assumption, modification assumption or substitution of liability agreement will shall be retained by such 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.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each Servicer shall use its best efforts (a) Except as otherwise provided in this Section 3.11(a), when any property subject to enforce any “due-on-sale” provision contained in any related a 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, shall to the extent that it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “enforce any due-on-sale” sale clause applicable theretocontained in any Mortgage Note or Mortgage, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy; provided, however, that such the Servicer shall not exercise any such right if the due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law. An opinion of counsel, which shall be reimbursable as a Servicing Advance, delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of such belief to the extent permitted under applicable law. Notwithstanding the foregoing, the Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Servicer is prohibited by law from doing so or if the exercise of enforcing any 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 orsale clause, or if coverage under any of Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the other conditions set forth in the last sentence of the preceding paragraph applyServicer is authorized, such Servicer shall subject to Section 3.11(b), to take or enter into (i) an assumption and modification agreement from or with the person Person to whom such property has been or is about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and and, unless prohibited by applicable state law, the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law to require thereon, provided that the original Mortgagor remain liable under Mortgage Loan shall continue to be covered (if so covered before the Mortgage Note and Servicer enters such Servicer has agreement) by the applicable Required Insurance Policies. The Servicer, subject to Section 3.11(b), is also authorized with the prior consent approval of the primary mortgage guaranty insurer, insurers under any Required Insurance Policies to enter into a substitution of liability agreement with the purchaser of the Mortgaged Property such Person, pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a the Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which such that 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. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such the Servicer shall not exercise such 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 the 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 the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such the Servicer shall shall, with the prior written consent of the Mortgage Pool Insurer, enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such the Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and such the Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a the Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which such 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. Subject to each the Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such the Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a the Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such the Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each Servicer shall use its best efforts to enforce In any “due-on-sale” provision contained case in any related Mortgage or Mortgage Note and to deny assumption by the person to whom the which a Mortgaged Property has been or is about to be sold conveyed by the related Mortgagor, whether by absolute conveyance or by conveyance, contract of salesale or otherwise, and whether or not the such Mortgagor remains liable on the Mortgage thereon, and the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related Master Servicer shall, to the extent it has knowledge of such prospective conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause applicable thereto, provided, however, that such Master Servicer shall not exercise such 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 or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. Subject to each Servicer’s duty to enforce any due-on-sale clause provision contained in such Mortgage Documents to the extent set forth permitted by such Mortgage Documents, unless such provision in this Section 3.10the reasonable judgment of the Master Servicer is not exercisable under applicable law, governmental regulations or in the Master Servicer’s reasonable judgment that it would be in the best financial interests of the Trust, in any which case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to the Master Servicer may enter into an assumption agreement or and modification agreement or supplement 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 Note or Mortgage that requires Loans and the signature related Mortgaged Properties; and the Issuer and the Indenture Trustee each shall promptly execute any such documents upon the request of the TrusteeMaster Servicer, and (ii) approve the granting of an easement on Mortgaged Property in favor of another Person, any alteration or demolition of such Mortgaged Property or other similar matters, if an instrument it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of release signed by the Trustee is required releasing the Mortgagor from liability on the related Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewithsecurity for, and the timely and full collection of, such Mortgage Loan would not be adversely affected thereby. The related Master Servicer shall notify the Indenture Trustee that any such assumption or substitution or assumption agreement has been completed by forwarding to the Custodian on behalf of the Indenture Trustee the original copy of such assumption or substitution or assumption agreement, which in the case of the original Indenture Trustee shall be added 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. Any The Master Servicer shall retain as servicing compensation any fee collected by a the Master Servicer for entering into an assumption, modification assumption or substitution of liability agreement will agreement. A partial release pursuant to this Section shall be retained permitted only if the 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 of the related Cut-Off Date. Notwithstanding the 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 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 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 Servicer as additional servicing compensationMortgagor.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause applicable thereto, provided, however, that such the Servicer shall not exercise such 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 the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such the Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such the Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and such the Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a the Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which such 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. Subject to each the Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such the Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a the Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such the Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such the Servicer shall not exercise such 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 acceleratedany. If a the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” clause or" clause, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such the Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and such the Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding If an assumption fee is collected by the foregoing, a Servicer shall not for entering into an assumption agreement the fee will be deemed to be in default under this Section retained by reason of any transfer or assumption which such the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoeveras additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note, including without limitation, neither the Mortgage Rate borne by the related Mortgage Note, the term of the Mortgage Loan or Loan, the outstanding principal amount of the Mortgage Loan nor any other material terms shall be changedchanged without the Trust Administrator's consent. Subject To the extent that any Mortgage Loan is assumable, the Servicer shall inquire diligently into the credit worthiness of the proposed transferee, and shall use the underwriting criteria for approving the credit of the proposed transferee which were used with respect to each Servicer’s duty to enforce any due-on-sale clause underwriting such Mortgage Loan. If the credit worthiness of the proposed transferee does not meet such underwriting criteria, the Servicer diligently shall, to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person permitted by a Mortgagor, and such Person is to enter into an assumption agreement the Mortgage or modification agreement or supplement to the Mortgage Note or Mortgage that requires and by applicable law, accelerate the signature maturity of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such Servicer shall not exercise such 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 acceleratedany. If a Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-on- sale” clause or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply" clause, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. Subject to each Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification assumption or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each The Master Servicer shall use its best efforts will, to enforce the extent it has knowledge of any “due-on-sale” provision contained in conveyance or prospective conveyance by any related Mortgage or Mortgage Note and to deny assumption by the person to whom Mortgagor of 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 or is to remain liable on under the Mortgage and Note or the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related Servicer shall, to the extent it has knowledge of such conveyanceMortgage), exercise or cause to be exercised its rights to accelerate the maturity of such Mortgage Loan under the “any "due-on-sale” " clause applicable thereto; PROVIDED, provided, howeverHOWEVER, that such the Master Servicer shall not exercise any such rights if it reasonably believes that it is prohibited by law from doing so so. The Master Servicer or the related Sub-Servicer may repurchase a Mortgage Loan at the Purchase Price when the Master Servicer requires acceleration of the Mortgage Loan, but only if the exercise of Master Servicer is satisfied, as evidenced by an Officer's Certificate delivered to the Trustee, that either (i) such rights would impair Mortgage Loan is in default or threaten to impair any recovery under the related Primary Insurance Policy, default is reasonably foreseeable or (ii) if any or, if consistent with Accepted Servicing Practicessuch Mortgage Loan is not in default or default is not reasonably foreseeable, such Servicer believes repurchase will have no adverse tax consequences for the collections and other recoveries in respect of such Mortgage Loans could reasonably be expected to be maximized if the Mortgage Loan were not acceleratedTrust Fund or any Certificateholder. If a the Master Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause or, if any of the other conditions set forth (as provided in the last sentence of second preceding sentence) or if no "due-on-sale" clause is applicable, the preceding paragraph apply, such Master Servicer shall or the Sub-Servicer is authorized to enter into (i) an assumption and modification agreement with the person Person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and and, to the original extent permitted by applicable state law, the Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law to require thereon; PROVIDED, HOWEVER, that the original Mortgagor remain liable under the Mortgage Note and such Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a Master 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. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an any assumption agreement or and modification agreement or supplement to if the Mortgage Note or Mortgage that requires coverage provided under the signature of the TrusteePrimary Insurance Policy, or if an instrument of release signed any, would be impaired by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewithdoing so. The related Master Servicer shall notify the Trustee that any Trustee, whenever possible, before the completion of such substitution or assumption agreement has been completed by forwarding agreement, and shall forward to the Trustee the original copy of such substitution or assumption agreement, which in the case of the original 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. In connection with any such assumption agreement, the interest rate on the related Mortgage Loan shall not be changed and no other material alterations in the Mortgage Loan shall be made unless such material alteration would not cause any of REMIC 1 or REMIC 2 to fail to qualify as a REMIC for federal income tax purposes, as evidenced by an Opinion of Counsel. 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. Any fee collected by a or on behalf of the Master Servicer for entering into an assumption, modification assumption or substitution of liability agreement will be retained by such or on behalf of the Master Servicer as additional servicing compensation.. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the Mortgage Rate, the amount of the Monthly Payment and any other term affecting the amount or timing of payment on the Mortgage Loan) may be changed. The Master Servicer shall not enter into any substitution or assumption if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such the Servicer shall not exercise such 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 the 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 the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such the Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such the Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and such the Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a the Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which such 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. Subject to each the Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such the Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a the Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such the Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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 When a 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 such the related Mortgage Loan under the “any "due-on-sale” " clause applicable thereto, contained in the related Mortgage or Mortgage Note; provided, however, that such the Servicer shall not exercise any such rights if prohibited by law from doing so or right 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 or" clause, if any in the reasonable belief of the other conditions set forth Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the last sentence enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the preceding paragraph applyServicer (which expense shall constitute a Servicing Advance) delivered to the 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 such Opinion of Counsel 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 and, unless prohibited by applicable law or the original Mortgage, the Mortgagor remains liable thereon or (ii) in thereon. If the event such foregoing is not permitted under applicable law, the Servicer is unable under applicable law authorized 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, enter into a substitution of liability agreement with the purchaser of the Mortgaged Property such Person, pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding In addition to the foregoing, a the 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. Subject to each Servicer’s duty required to enforce any due-"due- on-sale sale" clause to if in the extent set forth in this Section 3.10reasonable judgment of the Servicer, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter entering into an assumption agreement or and modification agreement or supplement with a Person 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 whom such property shall be conveyed and releasing the original Mortgagor from liability on would be in the best interests of the Certificateholders. The Mortgage Loan, such Servicer as assumed, shall prepare and deliver or cause to be prepared and delivered conform in all respects to the Trustee for signature requirements, representations and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements warranties of this Section 3.10 have been met in connection therewithAgreement. The related Servicer shall notify the Trustee and the NIMs Insurer that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trustee (with a copy to the NIMs Insurer) the original copy of such assumption or substitution or assumption agreement, agreement (indicating the Mortgage File to which in the case of the original 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 Mortgage Note (including, but not limited to, the Mortgage Rate, the amount of 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 be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by a the Servicer for consenting to any such conveyance or entering into an assumption, modification assumption or substitution of liability agreement will shall be retained by such 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.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each Servicer shall use its best efforts to enforce In any “due-on-sale” provision contained case in any related Mortgage or Mortgage Note and to deny assumption by the person to whom the which a Mortgaged Property has been or is about to be sold conveyed by the related Mortgagor, whether by absolute conveyance or by conveyance, contract of salesale or otherwise, and whether or not the such Mortgagor remains liable on the Mortgage thereon, and the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related Master Servicer shall, to the extent it has knowledge of such prospective conveyance, exercise its rights to accelerate the maturity Master Servicer shall effect assumptions in accordance with the terms of such Mortgage Loan under the “any due-on-sale” clause applicable thereto, provided, however, that such Servicer shall not exercise such 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 sale provision contained 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 or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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 Documents. The Master Servicer shall be changed. Subject to each Servicer’s duty to enforce any due-on-sale clause provision contained in such Mortgage Documents to the extent set forth in this Section 3.10the requirements thereunder for an assumption of the related Mortgage Loan have not been satisfied, to the extent permitted by such Mortgage Documents, unless such provision is not exercisable under applicable law or governmental regulations or, in any case the Master Servicer's judgment, such exercise is reasonably likely to result in which a Mortgaged Property has been conveyed to a Person legal action by a such Mortgagor, or such conveyance is in connection with a permitted assumption of such Mortgage Loan. The Master Servicer or the related Subservicer, as the case may be, shall be entitled to (i) execute assumption agreements, substitution agreements and such Person is to enter into an assumption agreement instruments of satisfaction or modification agreement cancellation or supplement of partial or full release or discharge, or any other document contemplated by this Agreement or other comparable instruments with respect to the Mortgage Note or Mortgage that requires Loans and the signature related Mortgaged Properties; and the Issuer and the Indenture Trustee each shall promptly execute any such documents upon the request of the TrusteeMaster Servicer, and (ii) approve the granting of an easement on Mortgaged Property in favor of another Person, any alteration or demolition of such Mortgaged Property or other similar matters, if an instrument it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of release signed by the Trustee is required releasing the Mortgagor from liability on the related Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewithsecurity for, and the timely and full collection of, such Mortgage Loan would not be adversely affected thereby. The related Master Servicer shall notify the Indenture Trustee that any such assumption or substitution or assumption agreement has been completed by forwarding to the Indenture Trustee the original copy of such assumption or substitution or assumption agreement, which in the case of the original Indenture Trustee shall be added 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. Any The Master Servicer shall retain as servicing compensation any fee collected by a the Master Servicer for entering into an assumption, modification assumption or substitution of liability agreement will agreement. A partial release pursuant to this Section shall be retained permitted only if the 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 of the related Cut-Off Date. Notwithstanding the 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 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 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 Servicer as additional servicing compensationMortgagor.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each Servicer shall use its best efforts to enforce In any “due-on-sale” provision contained case in any related Mortgage or Mortgage Note and to deny assumption by the person to whom the which a Mortgaged Property has been or is about to be sold conveyed by the related Mortgagor, whether by absolute conveyance or by conveyance, contract of salesale or otherwise, and whether or not the such Mortgagor remains liable on the Mortgage thereon, and the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related Master Servicer shall, to the extent it has knowledge of such prospective conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause applicable thereto, provided, however, that such Master Servicer shall not exercise such 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 or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. Subject to each Servicer’s duty to enforce any due-on-sale clause provision contained in such Mortgage Documents to the extent set forth permitted by such Mortgage Documents, unless such provision in this Section 3.10the reasonable judgment of the Master Servicer is not exercisable under applicable law, governmental regulations or in the Master Servicer’s reasonable judgment that it would be in the best financial interests of the Trust, in any which case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to the Master Servicer may enter into an assumption agreement or and modification agreement or supplement 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 Note or Mortgage that requires Loans and the signature related Mortgaged Properties; and the Issuer and the Indenture Trustee each shall promptly execute any such documents upon the request of the TrusteeMaster Servicer, and (ii) approve the granting of an easement on Mortgaged Property in favor of another Person, any alteration or demolition of such Mortgaged Property or other similar matters, if an instrument it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of release signed by the Trustee is required releasing the Mortgagor from liability on the related Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewithsecurity for, and the timely and full collection of, such Mortgage Loan would not be adversely affected thereby. The related Master Servicer shall notify the Indenture Trustee that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trustee Custodian, on behalf of the Indenture Trustee, the original copy of such assumption or substitution or assumption agreement, which in the case of the original Indenture Trustee shall be added 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. Any The Master Servicer shall retain as servicing compensation any fee collected by a the Master Servicer for entering into an assumption, modification assumption or substitution of liability agreement will agreement. A partial release pursuant to this Section shall be retained permitted only if the 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 of the related Cut-Off Date. Notwithstanding the 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 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 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 Servicer as additional servicing compensationMortgagor.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such Servicer shall not exercise such 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 acceleratedany. If a Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” clause or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply" clause, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. 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 each Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification assumption or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each The Servicer shall use its commercially reasonable 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause applicable thereto, ; provided, however, that such the Servicer shall not exercise such 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 acceleratedso. If a the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause orclause, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (ia) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (iib) in the event such the Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding If an assumption fee is collected by the foregoing, a Servicer shall not for entering into an assumption agreement the fee will be deemed to be in default under this Section retained by reason of any transfer or assumption which such the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoeveras additional servicing compensation. In connection with any such assumption, no material term of neither the Mortgage Note, including without limitation, the Mortgage Interest Rate borne by the related Mortgage Note, the term of the Mortgage Loan or Loan, the outstanding principal amount of the Mortgage Loan nor any other material terms shall be changedchanged unless such change would be consistent with accepted servicing practices. Subject To the extent that any Mortgage Loan is assumable, the Servicer shall inquire diligently into the credit-worthiness of the proposed transferee, and shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to each Servicer’s duty to enforce any dueother mortgage loans owned solely by it. If the credit-on-sale clause worthiness of the proposed transferee does not meet such underwriting standards, the Servicer diligently shall, to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person permitted by a Mortgagor, and such Person is to enter into an assumption agreement the Mortgage or modification agreement or supplement to the Mortgage Note or Mortgage that requires and by applicable law, accelerate the signature maturity of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan. Notwithstanding the foregoing paragraph or any other provision of this Agreement, such the Servicer shall prepare and deliver or cause not be deemed to be prepared and delivered to the Trustee for signature and shall directin default, in writing, the Trustee to execute the breach or any other violation of its obligations hereunder by reason of any assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement of a Mortgage Loan by operation of law or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out by the terms of the Mortgage Note or Mortgage or otherwise 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 comply with any applicable laws regarding assumptions or the transfer also include a sale (of the Mortgaged Property Property) subject to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, that is not accompanied by an assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such Servicer as additional servicing compensationagreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such Servicer shall not exercise such 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 the 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 or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. Subject to each Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer 76 stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such the Servicer shall not exercise such 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 acceleratedany. If a the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” clause or" clause, if any the Servicer shall with the prior written consent of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall Mortgage Pool Insurer enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such the Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and such the Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a the Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which such 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. Subject to each the Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such the Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a the Servicer for entering into an assumption, modification assumption or substitution of liability agreement will be retained by such the Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each The Master Servicer shall use its best efforts will, to enforce the extent it has knowledge of any “due-on-sale” provision contained in conveyance or prospective conveyance by any related Mortgage or Mortgage Note and to deny assumption by the person to whom Mortgagor of 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 or is to remain liable on under the Mortgage and Note or the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related Servicer shall, to the extent it has knowledge of such conveyanceMortgage), exercise or cause to be exercised its rights to accelerate the maturity of such Mortgage Loan under the “any "due-on-sale” " clause applicable thereto; PROVIDED, provided, howeverHOWEVER, that such the Master Servicer shall not exercise any such rights if it reasonably believes that it is prohibited by law from doing so so. The Master Servicer or the related Sub-Servicer may repurchase a Mortgage Loan at the Purchase Price when the Master Servicer requires acceleration of the Mortgage Loan, but only if the exercise of Master Servicer is satisfied, as evidenced by an Officer's Certificate delivered to the Trustee, that either (i) such rights would impair Mortgage Loan is in default or threaten to impair any recovery under the related Primary Insurance Policy, default is reasonably foreseeable or (ii) if any or, if consistent with Accepted Servicing Practicessuch Mortgage Loan is not in default or default is not reasonably foreseeable, such Servicer believes repurchase will have no adverse tax consequences for the collections and other recoveries in respect of such Mortgage Loans could reasonably be expected to be maximized if the Mortgage Loan were not acceleratedTrust Fund or any Certificateholder. If a the Master Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause or, if any of the other conditions set forth (as provided in the last sentence of second preceding sentence) or if no "due-on-sale" clause is applicable, the preceding paragraph apply, such Master Servicer shall or the Sub-Servicer is authorized to enter into (i) an assumption and modification agreement with the person Person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and and, to the original extent permitted by applicable state law, the Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law to require thereon; PROVIDED, HOWEVER, that the original Mortgagor remain liable under the Mortgage Note and such Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a Master 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. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an any assumption agreement or and modification agreement or supplement to if the Mortgage Note or Mortgage that requires coverage provided under the signature of the TrusteePrimary Insurance Policy, or if an instrument of release signed any, would be impaired by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewithdoing so. The related Master Servicer shall notify the Trustee that any Trustee, whenever possible, before the completion of such substitution or assumption agreement has been completed by forwarding agreement, and shall forward to the Trustee the original copy of such substitution or assumption agreement, which in the case of the original 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. In connection with any such assumption agreement, the interest rate on the related Mortgage Loan shall not be changed and no other material alterations in the Mortgage Loan shall be made unless such material alteration would not cause any of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC for federal income tax purposes, as evidenced by an Opinion of Counsel. 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. Any fee collected by a or on behalf of the Master Servicer for entering into an assumption, modification assumption or substitution of liability agreement will be retained by such or on behalf of the Master Servicer as additional servicing compensation.. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the Mortgage Rate, the amount of the Monthly Payment and any other term affecting the amount or timing of payment on the Mortgage Loan) may be changed. The Master Servicer shall not enter into any substitution or assumption if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations 57

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each Servicer shall use its best efforts (a) Except as otherwise provided in this Section 3.11(a), when any property subject to enforce any “due-on-sale” provision contained in any related a 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, shall to the extent that it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “enforce any due-on-sale” sale clause applicable theretocontained in any Mortgage Note or Mortgage, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy; provided, however, that such the Servicer shall not exercise any such right if the due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law. An opinion of counsel, which shall be reimbursable as a Servicing Advance to the extent provided in Section 3.08(a)(ii) hereof, delivered to the Trustee and the Depositor to the foregoing shall conclusively establish the reasonableness of such belief to the extent permitted under applicable law. Notwithstanding the foregoing, the Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Servicer is prohibited by law from doing so or if the exercise of enforcing any 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 orsale clause, or if coverage under any of Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the other conditions set forth in the last sentence of the preceding paragraph applyServicer is authorized, such Servicer shall subject to Section 3.11(b), to take or enter into (i) an assumption and modification agreement from or with the person Person to whom such property has been or is about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and and, unless prohibited by applicable state law, the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law to require thereon, provided that the original Mortgagor remain liable under Mortgage Loan shall continue to be covered (if so covered before the Mortgage Note and Servicer enters such Servicer has agreement) by the applicable Required Insurance Policies. The Servicer, subject to Section 3.11(b), is also authorized with the prior consent approval of the primary mortgage guaranty insurer, insurers under any Required Insurance Policies to enter into a substitution of liability agreement with the purchaser of the Mortgaged Property such Person, pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a the Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which such that 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. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each Servicer shall use its best efforts to enforce In any “due-on-sale” provision contained case in any related Mortgage or Mortgage Note and to deny assumption by the person to whom the which a Mortgaged Property has been or is about to be sold conveyed by the related Mortgagor, whether by absolute conveyance or by conveyance, contract of salesale or otherwise, and whether or not the such Mortgagor remains liable on the Mortgage thereon, and the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related Master Servicer shall, to the extent it has knowledge of such prospective conveyance, exercise its rights to accelerate the maturity Master Servicer shall effect assumptions in accordance with the terms of such Mortgage Loan under the “any due-on-sale” clause applicable thereto, provided, however, that such Servicer shall not exercise such 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 sale provision contained 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 or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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 Documents. The Master Servicer shall be changed. Subject to each Servicer’s duty to enforce any due-on-sale clause provision contained in such Mortgage Documents to the extent set forth in this Section 3.10the requirements thereunder for an assumption of the related Mortgage Loan have not been satisfied, to the extent permitted by such Mortgage Documents, unless such provision is not exercisable under applicable law or governmental regulations or, in any case the Master Servicer's judgment, such exercise is reasonably likely to result in which a Mortgaged Property has been conveyed to a Person legal action by a such Mortgagor, or such conveyance is in connection with a permitted assumption of such Mortgage Loan. The Master Servicer or the related Subservicer, as the case may be, shall be entitled to (i) execute assumption agreements, substitution agreements and such Person is to enter into an assumption agreement instruments of satisfaction or modification agreement cancellation or supplement of partial or full release or discharge, or any other document contemplated by this Agreement or other comparable instruments with respect to the Mortgage Note or Mortgage that requires Loans and the signature related Mortgaged Properties; and the Issuer and the Indenture Trustee each shall promptly execute any such documents upon the request of the TrusteeMaster Servicer, and (ii) approve the granting of an easement on Mortgaged Property in favor of another Person, any alteration or demolition of such Mortgaged Property or other similar matters, if an instrument it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of release signed by the Trustee is required releasing the Mortgagor from liability on the related Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewithsecurity for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby. The related Master Servicer shall notify the Indenture Trustee that any such assumption or substitution or assumption agreement has been completed by forwarding to the Indenture Trustee the original copy of such assumption or substitution or assumption agreement, which in the case of the original Indenture Trustee shall be added 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. Any fee collected by a the Master Servicer for entering into an assumption, modification assumption or substitution of liability agreement will shall be retained by such the Master Servicer as additional servicing compensation. A partial release pursuant to this Section shall be permitted only if the 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 of the related Cut-Off Date. Notwithstanding the 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 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 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. Each The Servicer shall use its best efforts will, to enforce the extent it has knowledge of any “due-on-sale” provision contained in conveyance or prospective conveyance of 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 by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable on under the Mortgage and Note and/or the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related Servicer shall, to the extent it has knowledge of such conveyanceMortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” clause " clause, if any, applicable thereto, ; provided, however, that the Servicer shall not be required to take such action if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the conditions contained in the Mortgage Note and the Mortgage related thereto and the consent of the mortgagee under the Mortgage Note or the Mortgage is not otherwise so required under the Mortgage Note or the Mortgage as a condition to the transfer. The Servicer shall not exercise any such 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 acceleratedso. If a the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” clause or" clause, or if any of the other conditions set forth in the last sentence of proviso to the preceding paragraph sentence apply, such the Servicer shall will enter into (i) an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and and, to the original extent permitted by applicable state law, the Mortgagor remains liable thereon or (ii) in the event such thereon. The Servicer is unable under applicable law also authorized 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, enter into a substitution of liability agreement with the purchaser of the Mortgaged Property such person, pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property such person is substituted as the Mortgagor and becomes liable under the Mortgage Note. Notwithstanding ; provided, that no such substitution shall be effective unless such person satisfies the foregoing, underwriting criteria of the Servicer and has a Servicer shall not be deemed credit risk rating at least equal to be in default under this Section by reason that of any transfer or assumption which such Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoeverthe original Mortgagor. In connection with any assumption or substitution, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. Any fee collected by the Servicer in respect of an assumption, no material term modification or substitution of the Mortgage Note, including without limitation, the Mortgage Rate borne liability agreement shall be retained by the related Mortgage Note, the term of the Mortgage Loan or the outstanding principal amount of the Mortgage Loan shall be changed. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Personadditional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may be changed. Together with each such substitutionamended or modified, assumption or other agreement or instrument delivered except as otherwise required pursuant 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 therewithterms thereof. The related Servicer shall notify the Trustee that any such substitution substitution, modification or assumption agreement has been completed by forwarding to the Trustee the executed original of such substitution substitution, modification or assumption agreement, which in the case of the original document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected 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 entering into 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, modification assumption or substitution of liability agreement will be retained by such Servicer as additional servicing compensationagreement.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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 When a 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 such the related Mortgage Loan under the “any "due-on-sale” " clause applicable thereto, contained in the related Mortgage or Mortgage Note; provided, however, that such the Servicer shall not exercise any such rights if prohibited by law from doing so or right 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 or" clause, if any in the reasonable belief of the other conditions set forth Servicer, is not enforceable under applicable law; provided further, that the Servicer shall not take any action in relation to the last sentence 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 preceding paragraph applyServicer (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 and, unless prohibited by applicable law or the original Mortgage, the Mortgagor remains liable thereon or (ii) in thereon. If the event such foregoing is not permitted under applicable law, the Servicer is unable under applicable law authorized 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, enter into a substitution of liability agreement with the purchaser of the Mortgaged Property such Person, pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding In addition to the foregoing, a the Servicer shall not be deemed required to be in default under this Section by reason of enforce any transfer "due-on-sale" clause or assumption which such Servicer reasonably believes it is restricted by law from preventing, for take any reason whatsoever. In connection with any such assumption, no material term of the Mortgage Note, including without limitation, above actions if the Mortgage Rate borne by Servicer believes the related Mortgage Note, the term collections and other recoveries in respect of the Mortgage Loan or the outstanding principal amount of would be maximized if the Mortgage Loan shall be changed. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, were not accelerated and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the actions not taken. The Mortgage Loan, such Servicer as assumed, shall prepare and deliver or cause to be prepared and delivered conform in all respects to the Trustee for signature requirements, representations and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements warranties of this Section 3.10 have been met in connection therewithAgreement. The related Servicer shall notify the Master Servicer and the Trustee that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution or assumption agreementagreement (indicating the Mortgage File to which it relates), which in the case of the original 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 a the Servicer for consenting to any such conveyance or entering into an assumption, modification assumption or substitution of liability agreement will shall be retained by such or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicers 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 Servicers may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such 80 Servicer shall not exercise such 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 acceleratedany. If a Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” clause or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply" clause, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. Subject to each Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification assumption or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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 When a 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 Wilshire 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 such the related Mortgage Loan under the “any "due-on-sale” " clause applicable thereto, contained in the related Mortgage or Mortgage Note; provided, however, that such Servicer Wilshire shall not exercise any such rights if prohibited by law from doing so or right 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 or" clause, if any of the other conditions set forth in the last sentence reasonable belief of Wilshire, is not enforceable under applicable law; provided further, that Wilshire shall not take any action in relation to the preceding paragraph applyenforcement 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 Wilshire (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of Wilshire's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such Servicer event, Wilshire 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 and, unless prohibited by applicable law or the original Mortgage, the Mortgagor remains liable thereon or (ii) in thereon. If the event such Servicer foregoing is unable not permitted under applicable law law, Wilshire is authorized 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, enter into a substitution of liability agreement with the purchaser of the Mortgaged Property such Person, pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding In addition to the foregoing, a Servicer Wilshire shall not be deemed required to be in default under this Section by reason of enforce any transfer "due-on-sale" clause or assumption which such Servicer reasonably believes it is restricted by law from preventing, for take any reason whatsoever. In connection with any such assumption, no material term of the Mortgage Note, including without limitation, above actions if Wilshire believes the Mortgage Rate borne by the related Mortgage Note, the term collections and other recoveries in respect of the Mortgage Loan or the outstanding principal amount of would be maximized if the Mortgage Loan shall be changed. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, were not accelerated and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the actions not taken. The Mortgage Loan, such Servicer as assumed, shall prepare and deliver or cause to be prepared and delivered conform in all respects to the Trustee for signature requirements, representations and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements warranties of this Section 3.10 have been met in connection therewithAgreement. The related Servicer Wilshire shall notify the Master Servicer and the Trustee that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trustee (or its Custodian) the original copy of such assumption or substitution or assumption agreementagreement (indicating the Mortgage File to which it relates), which in the case of the original copy shall be added by the Trustee (or its Custodian) 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. Wilshire shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by a Servicer Wilshire for consenting to any such conveyance or entering into an assumption, modification assumption or substitution of liability agreement will shall be retained by such Servicer or paid to Wilshire as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, Wilshire 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 transfer or assumption which Wilshire reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such the Servicer shall not exercise such 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 acceleratedany. If a the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” clause or" clause, if any the Servicer shall with the prior written consent of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall Pool Insurer enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such the Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and such the Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a the Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which such 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 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. Subject to each the Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such the Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a the Servicer for entering into an assumption, modification assumption or substitution of liability agreement will be retained by such the Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such Servicer shall not exercise such 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 acceleratedany. If a Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-on- sale” clause or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply" clause, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such the Servicer shall not exercise such 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 the 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 the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-on- sale” " clause or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such the Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such the Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and such the Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a the Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which such 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. Subject to each the Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such the Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a the Servicer for entering into an assumption, modification or substitution of liability agreement will be retained by such the Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, that such the Servicer shall not exercise such 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 acceleratedany. If a the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” clause or" clause, if any of the other conditions set forth in the last sentence of the preceding paragraph apply, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such the Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and such the Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a the Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which such 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. Subject to each the Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such the Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a the Servicer for entering into an assumption, modification assumption or substitution of liability agreement will be retained by such the Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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 When a 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 such the related Mortgage Loan under the “any "due-on-sale” " clause applicable thereto, contained in the related Mortgage or Mortgage Note; provided, however, that the related Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of such Servicer, is not enforceable under applicable law; provided, further, that such Servicer shall not exercise such rights if prohibited by law from doing so or if take any action in relation to the exercise enforcement 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 orthat would adversely affect or jeopardize coverage under any Required Insurance Policy. An opinion of counsel, if any which shall be reimbursable as a Servicing Advance (to the extent it is an "unanticipated expense" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)), delivered to the Indenture Trustee, the Master Servicer, the Securities Administrator and the Depositor shall conclusively establish the reasonableness of the other related Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. Notwithstanding the foregoing, no Servicer is required to exercise such rights with respect to a related Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions set forth contained in the last sentence Mortgage Note and Mortgage related thereto and the consent of the preceding paragraph applymortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In such event, such the related 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 and, unless prohibited by applicable law or the original Mortgage, the Mortgagor remains liable thereon or (ii) in thereon. If the event such foregoing is not permitted under applicable law, the related Servicer is unable under applicable law authorized 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, enter into a substitution of liability agreement with the purchaser of the Mortgaged Property such Person, pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding In addition to 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. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that not be required to enforce any "due-on-sale" clause if in the requirements reasonable judgment of such Servicer, such action would not be in the best interests of the Securityholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Section 3.10 have been met in connection therewithServicing Agreement. The related Servicer shall notify the Trustee Master Servicer and the Custodian that any such assumption or substitution or assumption agreement has been completed by forwarding and shall forward to the Trustee Custodian the original copy of such assumption or substitution or assumption agreementagreement (indicating the Mortgage File to which it relates), which in the case of the original copy shall be added by the Custodian 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 related Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by a the related Servicer for consenting to any such conveyance or entering into an assumption, modification assumption or substitution of liability agreement will shall be retained by or paid to such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Servicing Agreement, no Servicer hereunder shall 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 transfer or assumption which the related Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause applicable thereto, provided, however, however that such Servicer shall not exercise such 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 acceleratedany. If a Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” clause or, if any of the other conditions set forth in the last sentence of the preceding paragraph apply" clause, such Servicer shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law 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, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. 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. 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 each Servicer’s 's duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s 's Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewith. The related Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption, modification assumption or substitution of liability agreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. 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 When a 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 Company 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 such the related Mortgage Loan under the “any "due-on-sale” " clause applicable thereto, contained in the related Mortgage or Mortgage Note; provided, however, that such Servicer the Company shall not exercise any such rights if prohibited by law from doing so or right 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 or" clause, if any in the reasonable belief of the other conditions set forth Company, is not enforceable under applicable law; provided further, that the Company shall not take any action in relation to the last sentence 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 preceding paragraph applyCompany (which expense shall constitute a Servicing Advance) delivered to the Master Servicer and the Depositor shall conclusively establish the reasonableness of the Company's belief that any "due-on-sale" clause is not enforceable under applicable law, but which shall not be required. In such Servicer event, the Company 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 and, unless prohibited by applicable law or the original Mortgage, the Mortgagor remains liable thereon or (ii) in thereon. If the event such Servicer foregoing is unable not permitted under applicable law law, the Company is authorized 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, enter into a substitution of liability agreement with the purchaser of the Mortgaged Property such Person, pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding In addition to the foregoing, a Servicer the Company shall not be deemed required to be in default under this Section by reason of enforce any transfer "due-on-sale" clause or assumption which such Servicer reasonably believes it is restricted by law from preventing, for take any reason whatsoever. In connection with any such assumption, no material term of the Mortgage Note, including without limitation, above actions if the Mortgage Rate borne by Company believes the related Mortgage Note, the term collections and other recoveries in respect of the Mortgage Loan or the outstanding principal amount of would be maximized if the Mortgage Loan shall be changed. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, were not accelerated and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the actions not taken. The Mortgage Loan, such Servicer as assumed, shall prepare and deliver or cause to be prepared and delivered conform in all respects to the Trustee for signature requirements, representations and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements warranties of this Section 3.10 have been met in connection therewithAgreement. The related Servicer Company shall notify the Master Servicer and the Trustee that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trustee (or its Custodian) the original copy of such assumption or substitution or assumption agreementagreement (indicating the Mortgage File to which it relates), which in the case of the original copy shall be added by the Trustee (or its Custodian) 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 Company shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by a Servicer the Company for consenting to any such conveyance or entering into an assumption, modification assumption or substitution of liability agreement will shall be retained by such Servicer or paid to the Company as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Company 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 transfer or assumption which the Company reasonably believes it is restricted by law from preventing, for any reason whatsoever.

Enforcement of Due-On-Sale Clauses; Assumption Agreements. Each The Master Servicer shall use its best efforts will, to enforce the extent it has knowledge of any “due-on-sale” provision contained in conveyance or prospective conveyance by any related Mortgage or Mortgage Note and to deny assumption by the person to whom Mortgagor of 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 or is to remain liable on under the Mortgage and Note or the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related Servicer shall, to the extent it has knowledge of such conveyanceMortgage), exercise or cause to be exercised its rights to accelerate the maturity of such Mortgage Loan under the “any "due-on-sale” " clause applicable thereto; PROVIDED, provided, howeverHOWEVER, that such the Master Servicer shall not exercise any such rights if it reasonably believes that it is prohibited by law from doing so so. The Master Servicer or the related Sub-Servicer may repurchase a Mortgage Loan at the Purchase Price when the Master Servicer requires acceleration of the Mortgage Loan, but only if the exercise of Master Servicer is satisfied, as evidenced by an Officer's Certificate delivered to the Trustee, that either (i) such rights would impair Mortgage Loan is in default or threaten to impair any recovery under the related Primary Insurance Policy, default is reasonably foreseeable or (ii) if any or, if consistent with Accepted Servicing Practicessuch Mortgage Loan is not in default or default is not reasonably foreseeable, such Servicer believes repurchase will have no adverse tax consequences for the collections and other recoveries in respect of such Mortgage Loans could reasonably be expected to be maximized if the Mortgage Loan were not acceleratedTrust Fund or any Certificateholder. If a the Master Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause or, if any of the other conditions set forth (as provided in the last sentence of second preceding sentence) or if no "due-on-sale" clause is applicable, the preceding paragraph apply, such Master Servicer shall or the Sub-Servicer is authorized to enter into (i) an assumption and modification agreement with the person Person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and and, to the original extent permitted by applicable state law, the Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law to require thereon; PROVIDED, HOWEVER, that the original Mortgagor remain liable under the Mortgage Note and such Servicer has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a Master 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. Subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an any assumption agreement or and modification agreement or supplement to if the Mortgage Note or Mortgage that requires coverage provided under the signature of the TrusteePrimary Insurance Policy, or if an instrument of release signed any, would be impaired by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Section 3.10 have been met in connection therewithdoing so. The related Master Servicer shall notify the Trustee that any Trustee, whenever possible, before the completion of such substitution or assumption agreement has been completed by forwarding agreement, and shall forward to the Trustee the original copy of such substitution or assumption agreement, which in the case of the original 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. In connection with any such assumption agreement, the interest rate on the related Mortgage Loan shall not be changed and no other material alterations in the Mortgage Loan shall be made unless such material alteration would not cause any of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC for federal income tax purposes, as evidenced by an Opinion of Counsel. 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. Any fee collected by a or on behalf of the Master Servicer for entering into an assumption, modification assumption or substitution of liability agreement will be retained by such or on behalf of the Master Servicer as additional servicing compensation.. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the Mortgage Rate, the amount of the Monthly Payment and any other term affecting the amount or timing of payment on the