Common use of Enforcement of Due Clause in Contracts

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the such Mortgagor remains or is to remain liable under the applicable Mortgage Note and/or the related Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not be required to take such action if in its sole business judgment the Servicer believes it is not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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 related Mortgage Note and, to the extent permitted by applicable state law, the related Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement with such person, pursuant to which the original related Mortgagor is released from liability and such person is substituted as the Mortgagor and becomes liable under the related Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to and such substitution is in the Mortgage Loansbest interests of the Certificateholders, as determined by the Servicer. In connection with any assumption assumption, modification 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy, or a new policy meeting the requirements of this Section is obtained. Any fee collected by the Servicer in respect of an assumption assumption, modification or substitution of liability agreement will be retained by the Servicer as additional servicing compensation. In connection with any such assumption, no material term of the related Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the related Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and or the Trust Administrator Custodian, as applicable, that any such substitution substitution, modification or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee or Custodian, as applicable, the executed original of such substitution substitution, modification or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing, the Servicer may enforce the due on sale clause, or the assumption and modification, or the substitution if it reasonably believes that it is in the best interest of the Trust Fund. 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 related Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. Onon-Sale Clauses; Assumption Agreements. The . (a) With respect to any Non-Designated Mortgage Loan, each Servicer will, 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 extent it has knowledge of any conveyance or prospective conveyance of any person to whom the Mortgaged Property by any Mortgagor (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 under on the Mortgage Note and/or and the Mortgage)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 Non-Designated Mortgage Loan under the “due-on-sale” clause, if any, clause applicable thereto; , provided, however, that the such Servicer shall not exercise any such rights if prohibited by law from doing so. If so or if the exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) With respect to any Non-Designated Mortgage Loan, if a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the such Servicer will 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, to and the extent permitted by applicable state law, the original Mortgagor remains liable thereon. The thereon or (ii) in the event such Servicer is also authorized unable under applicable law to enter into require that the original Mortgagor remain liable under the Mortgage Note, a substitution of liability agreement with such person, the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and such person the purchaser of the Mortgaged Property is substituted as the Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, provided that no a Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer reasonably believes it is restricted by law from preventing, for mortgage loans similar to the Mortgage Loansany reason whatsoever. In connection with any assumption or substitutionsuch assumption, no material term of the Mortgage Note, including without limitation, the Mortgage Rate borne by the related Mortgage Note, the term of the Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the related Servicer shall apply inquire diligently into the creditworthiness of the proposed transferee, and shall use the underwriting criteria for approving the credit of the proposed transferee which are used by FNMA with respect to underwriting mortgage loans of the same type as the Non-Designated Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting 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. The criteria, the related Servicer shall not take or enter into any assumption and modification agreementdiligently shall, however, unless (to the extent practicable permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non-Designated Mortgage Loan. (d) With respect to any Non-Designated Mortgage Loan, subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which the circumstances) it related Mortgaged Property has been conveyed to a Person by the related 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 Non-Designated Mortgage Loan, such Servicer shall have received confirmationprepare 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 continued effectiveness of Mortgage Note or Mortgage or otherwise to comply with any applicable hazard insurance policy. Any fee collected by laws regarding assumptions or the Servicer in respect transfer of an assumption or substitution of liability agreement will be retained by the Servicer as additional servicing compensationMortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note (including but not limited may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Mortgage Rate and Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the amount requirements of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereofthis subsection have been met in connection therewith. The related Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trustee and the Trust Administrator on behalf of the Trustee the executed original a copy of such substitution or assumption agreement, and shall forward the original to the Custodians which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Any fee collected by a Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. 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 entering into an assumption or substitution of liability agreementagreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due. Onon-Sale Clauses; Assumption Agreements. The . (a) With respect to any Non-Designated Mortgage Loan, each Servicer will, 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 extent it has knowledge of any conveyance or prospective conveyance of any person to whom the Mortgaged Property by any Mortgagor (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 under on the Mortgage Note and/or and the Mortgage)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 Non-Designated Mortgage Loan under the “due-on-sale” clause, if any, clause applicable thereto; , provided, however, that the such Servicer shall not exercise any such rights if prohibited by law from doing so. If so or if the exercise of such rights would impair or threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any. (b) With respect to any Non-Designated Mortgage Loan, if a Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the such Servicer will 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, to and the extent permitted by applicable state law, the original Mortgagor remains liable thereon. The thereon or (ii) in the event such Servicer is also authorized unable under applicable law to enter into require that the original Mortgagor remain liable under the Mortgage Note, a substitution of liability agreement with such person, the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and such person the purchaser of the Mortgaged Property is substituted as the Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, provided that no a Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer reasonably believes it is restricted by law from preventing, for mortgage loans similar to the Mortgage Loansany reason whatsoever. In connection with any assumption or substitutionsuch assumption, no material term of the Mortgage Note, including without limitation, the Mortgage Rate borne by the related Mortgage Note, the term of the Non-Designated Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed. (c) To the extent that any Non-Designated Mortgage Loan is assumable, the related Servicer shall apply inquire diligently into the creditworthiness of the proposed transferee, and shall use the underwriting criteria for approving the credit of the proposed transferee which are used by FNMA with respect to underwriting mortgage loans of the same type as the Non-Designated Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting 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. The criteria, the related Servicer shall not take or enter into any assumption and modification agreementdiligently shall, however, unless (to the extent practicable permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non-Designated Mortgage Loan. (d) With respect to any Non-Designated Mortgage Loan, subject to each Servicer’s duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in which the circumstances) it related Mortgaged Property has been conveyed to a Person by the related 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 Non-Designated Mortgage Loan, such Servicer shall have received confirmationprepare 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 continued effectiveness of Mortgage Note or Mortgage or otherwise to comply with any applicable hazard insurance policy. Any fee collected by laws regarding assumptions or the Servicer in respect transfer of an assumption or substitution of liability agreement will be retained by the Servicer as additional servicing compensationMortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note (including but not limited may be changed. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Mortgage Rate and Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the amount requirements of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereofthis subsection have been met in connection therewith. The related Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trustee and the Trust Administrator on behalf of the Trustee the executed original a copy of such substitution or assumption agreement, and shall forward the original to the Custodian which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Any fee collected by a Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. 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 entering into an assumption or substitution of liability agreementagreement will be retained by such Servicer as additional servicing compensation.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall either (i) both (A) constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “dueREMIC Provisions and (B) cause any portion of any REMIC formed under the Series Supplement to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)), result in the imposition of any tax on "prohibited transactions" or (ii) constitute "contributions" after the start-on-sale” clauseup date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed in writing by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to be delivered to the extent permitted by applicable state law, Trustee or the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement Custodian and deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property (including but not limited or, with respect to a Cooperative Loan, the related Cooperative Apartment) without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any portion of any REMIC formed under the Monthly PaymentSeries Supplement would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) may that no tax on "prohibited transactions" or "contributions" after the startup day would be amended or modified, except imposed on any such REMIC as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan by operation following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of law or by Mortgage Loan" in the terms form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage; (ii) that the Mortgage Note Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iii) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “due-on-sale” clauseCode (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to be delivered to the extent permitted by applicable state law, Trustee or the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement Custodian and deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note (including but not limited to related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Monthly PaymentCode as a result thereof and (subject to Section 10.01(f)) may that no tax on "prohibited transactions" or "contributions" after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Master Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights if prohibited by law from doing soso or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. If 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 in the proviso to the preceding sentence apply, the Master Servicer will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage LoansMaster Servicer. In connection with any assumption or substitution, the Master 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. The Master Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable Primary Mortgage Insurance Policy or hazard insurance policy, or a new policy meeting the requirements of this Section is obtained. Any fee collected by the Master Servicer in respect of an assumption or substitution of liability agreement will be retained by 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 related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. The Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of Custodian (with a copy to the Trustee Trustee) the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's or related Subservicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “due-on-sale” clauseCode (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or related Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement be deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such related Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note (including but not limited to related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Monthly PaymentCode as a result thereof and (subject to Section 10.01(f)) may that no tax on "prohibited transactions" or "contributions" after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not be required to take such action if in its sole business judgment the Servicer believes it is not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized authorized, to the extent permitted under the related Mortgage Note, 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for a mortgage loans loan similar to the related Mortgage LoansLoan. In connection with any assumption assumption, modification 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption assumption, modification or substitution of liability agreement will shall be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator that any such substitution substitution, modification or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution substitution, modification or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whateverwhatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not be required to take such action if in its sole business judgment the Servicer believes it is not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar and has a credit risk rating at least equal to that of the Mortgage Loansoriginal 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption assumption, modification or substitution of liability agreement will shall be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator that any such substitution substitution, modification or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution substitution, modification or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator Custodian that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee Custodian the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whateverwhatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. Onon-Sale Clauses; Assumption Agreements. The When any Mortgaged Property is about to be conveyed by the Mortgagor, the Master Servicer willshall, to the extent it has knowledge of any conveyance or such prospective conveyance and prior to the time of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract the consummation of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)such conveyance, exercise its on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Loan Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Note, under the “any "due-on-sale” clause, if any, " clause applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law or if such exercise would result in non-coverage of any of resulting loss that would otherwise be covered under any insurance policy. In the other conditions set forth in event the proviso to the preceding sentence applyMaster Servicer is prohibited from exercising such right, the Master Servicer will is authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged Property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy. The Master Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Master Servicer shall not take or enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and modification agreement, however, unless cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (to ii) cause the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness imposition of any applicable hazard insurance policy. Any fee collected by tax on "prohibited transactions" or "contributions" after the Servicer in respect of an assumption or substitution of liability agreement will be retained by startup day under the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofREMIC Provisions. The Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such substitution or assumption agreement, which document shall be added to the related Mortgage File agreement and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not be required to take such action if in its sole business judgment the Servicer believes it is not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized authorized, to the extent permitted under the related Mortgage Note, 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for a mortgage loans loan similar to the Mortgage LoansLoan. In connection with any assumption assumption, modification 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption assumption, modification or substitution of liability agreement will shall be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and Master Servicer, the Trust Administrator and the Custodian that any such substitution substitution, modification or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee Custodian the executed original of such substitution substitution, modification or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whateverwhatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “due-on-sale” clauseCode (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as REMICs under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or junior lien of the same priority in relation to any senior mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to be delivered to the extent permitted by applicable state law, Trustee or the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement Custodian and deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property (including but not limited or, with respect to a Cooperative Loan, the related Cooperative Apartment) without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that each REMIC created hereunder would continue to qualify as a REMIC under the Monthly Payment) may Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit N, in form and substance satisfactory to the Master Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee Trustee, the Master Servicer and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator Custodian on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whateverwhatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or 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 the proviso relation to the preceding sentence applyenforcement 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 Servicer (which expense shall constitute a Servicing Advance) delivered to the Securities Administrator, 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. In such event, the Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall not be normal and usual required to enforce any "due-on-sale" clause if in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter the reasonable judgment of the Servicer, entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. The Servicer shall notify the Trustee and the Trust Securities Administrator that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Securities Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreement, agreement (indicating the Mortgage File to which document it relates) which copy shall be added by the Securities Administrator to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. Onon-Sale Clauses; Assumption Agreements. The ; Due-on-Encumbrance Clause. (a) If the Master Servicer will, receives a request from a Mortgagor (or other obligor) pursuant to the extent it has knowledge provisions of any conveyance Mortgage Loan, Serviced Companion Loan or prospective conveyance B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the related Mortgage Loan documents, the assignment of any the related Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of saleto, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity assumption of such Mortgage Loan, Serviced Companion Loan under or B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request. For the purpose of the foregoing sentence, the term ‘expressly permits’ shall include outright permission to assign, permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan that is not a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, if anywhich by its terms (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, applicable thereto; providedor (ii) provides that such Mortgage Loan may not be assumed, howeveror ownership interests in the related Mortgagor may not be transferred, that without the Servicer shall not exercise consent of the related mortgagee in connection with any such rights if prohibited by law from doing so. If sale or other transfer, then, upon the Servicer reasonably believes it is unable under applicable law to enforce request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale” clause, or if the Master Servicer shall review whether to recommend to the Special Servicer to waive the effect of such provision. In connection with the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer shall provide to the Special Servicer (and solely with respect to any A/B Whole Loan, the holder of the other B Note, and if required by the related Intercreditor Agreement, the holder of the Serviced Companion Loan) a written recommendation as to whether such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together with the materials and written analysis upon which such recommendation is based and any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and (A) subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing Standard, grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the related Mortgage Loan, Serviced Companion Loan or B Note and this Agreement, or to any such waiver of a due-on-sale clause, such consent of the Special Servicer to be deemed given if not denied within the period contemplated by Section 10.3, and (B) the Master Servicer shall act accordingly and shall not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this sentence and (ii) with respect to any A/B Whole Loan or Loan Pair, the proviso Master Servicer has obtained the approval of the holder of the related B Note or Serviced Companion Loan, as applicable, to the preceding sentence applyextent provided for in the related Intercreditor Agreement, and in accordance with any procedures therefor set forth in Section 10.13. If the Special Servicer withholds consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis. Upon consent or deemed consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and assumption, the Master Servicer will shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment and assumption and modification or substitution agreement from or with the person Person to whom such property the related Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or B Note andand substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, to or on parity with, the lien of the related Mortgage. To the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Master Servicer is also authorized to shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable, B Note or Serviced Companion Loan documents. In making its recommendation to the Special Servicer, the Master Servicer shall evaluate such conformity in accordance with the Servicing Standard. Neither the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a substitution result of liability agreement with the failure of any Rating Agency to respond to such person, request in a reasonable period of time. (b) Prior to consenting to any assignment and assumption or waiver of a “due-on-sale” clause pursuant to which Section 8.7(a) with respect to any Mortgage Loan, the original Mortgagor Master Servicer shall provide a Rating Agency Communication to each Rating Agency, the 17g-5 Information Provider and each Other NRSRO with respect to any securities that are rated by any such NRSRO and evidence direct beneficial interests in a Serviced Companion Loan or B Note regarding such assignment and assumption or waiver if (A) the Unpaid Principal Balance of such Mortgage Loan at such time equals or exceeds 5% of the Aggregate Certificate Balance of the Principal Balance Certificates or exceeds $35,000,000 or (B) such Mortgage Loan is released from liability and such person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies one of the then current underwriting criteria ten (10) largest Mortgage Loans or groups of Crossed Mortgage Loans (by Unpaid Principal Balance) in the Servicer for mortgage loans similar to Trust Fund; provided, that no Rating Agency Communication will be required under such circumstances if the Unpaid Principal Balance of such Mortgage LoansLoan is less than $5,000,000. In connection with any assumption or substitutioneach such Rating Agency Communication, the Master Servicer shall apply such underwriting standards prepare and, subject to Section 5.7, deliver to the Rating Agencies a memorandum outlining its analysis and follow such practices recommendation in accordance with the Servicing Standard, together with copies of all relevant documentation 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. The the Master Servicer shall not take or enter into promptly forward copies of the assignment and assumption documents relating to such Mortgage Loan to the Special Servicer, the Certificate Administrator, the Custodian, the 17g-5 Information Provider and the Trustee, and the Master Servicer shall promptly thereafter, subject to Section 5.7, forward such documents to the Rating Agencies. (c) The Master Servicer for the benefit of the Certificateholders, the holder of any related Serviced Companion Loan and the holder of any related B Note shall execute any necessary instruments (pursuant to subsection (a)) for such assignment and assumption agreements. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals of the assignment and modification assumption agreement, howeverthe release (if any), unless (to or the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption modification or substitution of liability agreement will be retained by the Servicer as additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note (including but not limited supplement to the related Mortgage Rate Loan to be delivered to the Custodian except to the extent such documents have been submitted to the recording office, in which event the Master Servicer shall promptly deliver copies of such documents to the Custodian and the amount Special Servicer. (d) If any Mortgage Loan (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) which contains a provision in the nature of a “due-on-encumbrance” clause, which by its terms: (i) provides that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or a lien on an ownership interest in the Mortgagor; or (ii) requires the consent of the Monthly PaymentMortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property or a lien on an ownership interest in the Mortgagor, then, if the Master Servicer receives a request for a waiver of, or gains actual knowledge of any potential or actual breach of, such “due-on-encumbrance” clause, the Master Servicer shall obtain relevant information for purposes of evaluating whether to recommend to the Special Servicer to enforce or waive such due-on-encumbrance clause. The Master Servicer shall then, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, provide to the Special Servicer a written recommendation as to whether such due-on-encumbrance clause should be waived, together with the materials and an analysis upon which such recommendation is based, and any information in the possession of the Master Servicer that is reasonably necessary to make a decision with respect to such recommendation, and (A) may subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing Standard, grant or withhold consent to any waiver of such due-on-encumbrance clause, such consent of the Special Servicer to be amended deemed given if not denied within the time period contemplated by Section 10.3, and (B) the Master Servicer shall act accordingly and shall not permit any such waiver unless it has received the written consent of the Special Servicer or modified, except such consent has been deemed to have been granted as otherwise required set forth in this sentence. If the Special Servicer withholds consent pursuant to the terms thereofforegoing provisions, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis. The Upon consent or deemed consent by the Special Servicer to such proposed waiver, the Master Servicer shall notify the Trustee and the Trust Administrator that any process such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf request of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) Mortgagor subject to the other requirements set forth above. (e) Prior to consenting to any waiver of a “due-on-encumbrance” clause pursuant to Section 8.7(d) with respect to any Mortgage Loan, the Master Servicer shall provide a Rating Agency Communication regarding such waiver to each Rating Agency and the 17g-5 Information Provider with respect to any securities that is not accompanied are rated by an assumption any such NRSRO and evidence direct beneficial interests in a Serviced Companion Loan or substitution a B Note. Notwithstanding anything to the contrary contained in this Section 8.7 that requires the consent of liability agreementthe Master Servicer or the Special Servicer, as applicable, any such consent with respect to any A/B Whole Loan or any Loan Pair shall be obtained in accordance with the related Intercreditor Agreement and within the time periods specified therein.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “due-on-sale” clauseCode (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as REMICs under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to be delivered to the extent permitted by applicable state law, Trustee or the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement Custodian and deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property (including but not limited or with respect to a Cooperative Loan, the related Cooperative Apartment) without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that each REMIC created hereunder would continue to qualify as a REMIC under the Monthly Payment) may Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit N, in form and substance satisfactory to the Master Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or 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 the proviso relation to the preceding sentence applyenforcement 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 Servicer (which the 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. In such event, the Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall not be normal and usual required to enforce any "due-on-sale" clause if in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter the reasonable judgment of the Servicer, entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. The Servicer shall notify the Trustee and the Trust Administrator that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreement, agreement (indicating the Mortgage File to which document it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “due-on-sale” clauseCode (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as REMICs under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or junior lien of the same priority in relation to any senior mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to be delivered to the extent permitted by applicable state law, Trustee or the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement Custodian and deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note (including but not limited to related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that each REMIC created hereunder would continue to qualify as a REMIC under the Monthly Payment) may Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit N, in form and substance satisfactory to the Master Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and Trustee, the Master Servicer, the Trust Administrator and the Custodian that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator Custodian on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whateverwhatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's or Subservicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “due-on-sale” clauseCode (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement be deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note (including but not limited to related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Monthly PaymentCode as a result thereof and (subject to Section 10.01(f)) may that no tax on "prohibited transactions" or "contributions" after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's or Subservicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “due-on-sale” clauseCode (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement be deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note (including but not limited to related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Monthly PaymentCode as a result thereof and (subject to Section 10.01(f)) may that no tax on "prohibited transactions" or "contributions" after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25% below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “due-on-sale” clauseCode (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement be deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note (including but not limited to related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Monthly PaymentCode as a result thereof and (subject to Section 10.01(f)) may that no tax on "prohibited transactions" or "contributions" after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Master Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights if prohibited by law from doing soso or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. If 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 in the proviso to the preceding sentence apply, the Master Servicer will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage LoansMaster Servicer. In connection with any assumption or substitution, the Master 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. The Master Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable Primary Mortgage Insurance Policy or hazard insurance policy, or a new policy meeting the requirements of this Section is obtained. Any fee collected by the Master Servicer in respect of an assumption or substitution of liability agreement will be retained by 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 related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. The Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of respective Custodian (with a copy to the Trustee Trustee) the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or 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 the proviso relation to the preceding sentence applyenforcement 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 Servicer (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 will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall not be normal and usual required to enforce any "due-on-sale" clause if in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter the reasonable judgment of the Servicer, entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. The Servicer shall notify the Trustee and the Trust Administrator NIMs Insurer that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of Trustee (with a copy to the Trustee NIMs Insurer) the executed original copy of such assumption or substitution or assumption agreement, agreement (indicating the Mortgage File to which document 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 the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall either (i) both (A) constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “dueREMIC Provisions and (B) cause any portion of any REMIC formed under the Series Supplement to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)), result in the imposition of any tax on "prohibited transactions" or (ii) constitute "contributions" after the start-on-sale” clauseup date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed in writing by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to be delivered to the extent permitted by applicable state law, Trustee or the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement Custodian and deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property (including but not limited or, with respect to a Cooperative Loan, the related Cooperative Apartment) without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any portion of any REMIC formed under the Monthly PaymentSeries Supplement would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) may that no tax on "prohibited transactions" or "contributions" after the startup day would be amended or modified, except imposed on any such REMIC as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan by operation following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of law or by Mortgage Loan" in the terms form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage; (ii) that the Mortgage Note Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iii) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge Agreements in Respect of Group 2 Mortgage Loans. (a) If any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Group 2 Mortgage Loan under contains a provision in the “nature of a "due-on-sale” " clause, if anywhich, by its terms: (i) provides that such Group 2 Mortgage Loan shall (or may at the related mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property, or (ii) provides that such Group 2 Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Group 2 Mortgage Loan is included in the Trust Fund, the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, on behalf of the Trust Fund, shall enforce such provision to the extent permitted under the terms of such Group 2 Mortgage Loan, applicable thereto; providedlaw and governmental regulations, however, that the Servicer shall unless such provision is not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable enforceable under applicable law or such enforcement is reasonably likely to enforce result in meritorious legal action by the related Borrower or except to the extent that the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, acting in accordance with the Group 2 Servicing Standard, determines that such “enforcement would not be in the best interests of the Trust Fund. Subject to the foregoing, the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom such Mortgaged Property has been or is about to be conveyed, or to release the original related Borrower from liability upon such Mortgage Loan and substitute the new Borrower as obligor thereon. Prior to waiving any "due-on-sale” " clause, taking or if entering into any assumption agreement or permitting the release of the other conditions set forth in the proviso a Borrower and substitution of a new Borrower with respect to the preceding sentence applyany Mortgage Loan, the Master Servicer will or NOM Special Servicer , as applicable, shall notify the Group 2 Special Servicer and offer the Group 2 Special Servicer a opportunity during a ten-day period prior to taking any such action to confer with them as to advisability of such action (it being understood that neither the Master Servicer nor the NOM Special Servicer shall have any obligation to follow any instructions or directions given to them by the Group 2 Special Servicer with respect to such actions). To the extent permitted by law, the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, shall enter into an assumption and modification or substitution agreement from or only if the credit status of the prospective new Borrower is in compliance with (x) 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, to the extent permitted by applicable state lawMaster Servicer's, the Mortgagor remains liable thereonGroup 2 Special Servicer's or the NOM Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria, (y) the terms of the related Group 2 Mortgage Loan and (z) the Group 2 Servicing Standard. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. In connection with any assumption or substitutionMaster Servicer, the Group 2 Special Servicer shall apply such underwriting standards and follow such practices and procedures or the NOM Special Servicer, as shall be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter into any assumption and modification agreementapplicable, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator that any such assumption or 108 substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph In connection with any such assumption or any other provision of this Agreementsubstitution agreement, the Servicer Mortgage Rate, principal amount and other material payment terms (including any cross-collateralization and cross-default provisions) of such Group 2 Mortgage Loan pursuant to the related Note and Mortgage shall not be deemed changed, other than in connection with a default or reasonably foreseeable default with respect to the Mortgage Loan. Assumption Fees collected by the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, for entering into an assumption or substitution agreement will be retained by the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, as additional servicing compensation but only if collection of such fees will not result in defaultthe Mortgage Loan failing to qualify as a "qualified mortgage" under the REMIC Provisions. Notwithstanding the foregoing, breach the Master Servicer, Group 2 Special Servicer or any other violation of its obligations hereunder by reason of any NOM Special Servicer may consent to the assumption of a Mortgage Loan by operation a prospective new Borrower imposed by a court having jurisdiction in a bankruptcy proceeding involving the related Mortgaged Property. (b) If any Group 2 Mortgage Loan contains a provision in the nature of law a "due-on-encumbrance" clause, which, by its terms: (i) provides that such Group 2 Mortgage Loan shall (or by may at the terms related mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on such Mortgaged Property, or (ii) requires the consent of the Mortgage Note related mortgagee to the creation of any such lien or any assumption which the Servicer may be restricted by law from preventingother encumbrance on such Mortgaged Property, then, for any reason whatever. For purposes of this Section 3.15so long as such Group 2 Mortgage Loan is included in the Trust Fund, the term “assumption” is deemed Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, on behalf of the Trust Fund, shall enforce such provision and in connection therewith shall (x) accelerate the payments due on such Mortgage Loan, or (y) withhold its consent to also include the creation of any such lien or other encumbrance, as applicable, except, in each case, to the extent that the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, acting in accordance with the Group 2 Servicing Standard, determines that such enforcement would not be in the best interests of the Trust Fund. Notwithstanding the foregoing, the Master Servicer, 109 the Group 2 Special Servicer or the NOM Special Servicer, as applicable, may forbear from enforcing any due-on-encumbrance provision in connection with any junior or senior lien on the Mortgaged Property imposed by a sale (of court having jurisdiction in connection with any bankruptcy proceeding involving the Mortgaged Property. Prior to determining not to enforce any "due-on-encumbrance" clause with respect to any Mortgage Loan, the Master Servicer or NOM Special Servicer , as applicable, shall notify the Group 2 Special Servicer and offer the Group 2 Special Servicer a opportunity during a ten-day period prior to taking such action to confer with them as to advisability of such action (it being understood that neither the Master Servicer nor the NOM Special Servicer shall have any obligation to follow any instructions or directions given to them by the Group 2 Special Servicer with respect to such action). (c) subject Nothing in this Section 3.11 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of a Group 2 Mortgage Loan, any sale or other transfer of the Mortgage that is related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.11, the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, shall not accompanied by an agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.11(a) shall contain any terms that are different from, any term of liability agreementany Group 2 Mortgage Loan or the related Note or Mortgage.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and Trustee, the Master Servicer, the Trust Administrator and the Custodian that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee Custodian the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whateverwhatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. Onon-Sale Clauses; , Assumption Agreements. --------------------------------------------------------- (1) The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “any " due-on-sale” clause, if any, " clause applicable thereto; provided, however, provided that the Servicer shall not exercise any such rights if prohibited by law from doing so. so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Insurance Policy, if any. (2) If the Servicer reasonably believes it is unable under applicable law to enforce prohibited from enforcing such “"due-on-sale” " clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, then the Servicer will attempt to enter into an assumption and modification agreement from or with the person Person to whom such property the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The (For purposes of this Section 7.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.) (3) If any Mortgage Loan is to be assumed, then the Servicer shall inquire into the creditworthiness of the proposed transferee and shall use the same underwriting criteria for approving the credit of the proposed transferee that are used with respect to underwriting mortgage loans of the same type as the Mortgage Loans. Where an assumption is also allowed, the Servicer, with the prior written consent of the insurer under the Primary Insurance Policy, if any, and subject to the conditions of Section 7.01(3), shall, and is hereby authorized to to, enter into a substitution of liability agreement with such person, the Person to whom the Mortgaged Property is proposed to be conveyed pursuant to which the original Mortgagor mortgagor is released from liability and such person Person is substituted as the Mortgagor mortgagor and becomes liable under the related Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or such substitution of liability agreement will shall be retained by the Servicer as additional servicing compensationin lieu of an assumption agreement. In connection with any such assumptionno event shall the Note Rate, no material term of the Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may Payment or the final maturity date be amended or modified, except as otherwise required pursuant to the terms thereofchanged. The Servicer shall notify the Trustee and the Trust Administrator Purchaser that any such substitution of liability or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of Purchaser the Trustee the executed original of any such substitution of liability or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, Any fee collected by the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. 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 entering into an assumption or substitution of liability agreementagreement shall be retained by the Servicer as additional compensation for servicing the Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, then the Servicer , to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, shall instruct the Mortgagor of the Mortgage Property on the process required to transfer title by paying off the Mortgage Loan.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer’s or related Subservicer’s duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on “due-on-saleprohibited transactions” clauseor “contributions” after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer’s or related Subservicer’s good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement be deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such related Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note (including but not limited to related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Monthly PaymentCode as a result thereof and (subject to Section 10.01(f)) may that no tax on “prohibited transactions” or “contributions” after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a “Lender Certification for Assignment of Mortgage Loan” in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. OnON-Sale ClausesSALE CLAUSES; Assumption AgreementsASSUMPTION AGREEMENTS. The When any Mortgaged Property is about to be conveyed by the Mortgagor, the Master Servicer willshall, to the extent it has knowledge of any conveyance or such prospective conveyance and prior to the time of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract the consummation of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)such conveyance, exercise its on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Loan Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Note, under the “any "due-on-sale” clause, if any, " clause applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law or if such exercise would result in non-coverage of any of resulting loss that would otherwise be covered under any insurance policy. In the other conditions set forth in event the proviso to the preceding sentence applyMaster Servicer is prohibited from exercising such right, the Master Servicer will is authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged Property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy. The Master Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such substitution or assumption agreement, which document shall be added to the related Mortgage File agreement and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Agreements When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or 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 the proviso relation to the preceding sentence applyenforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. In such event, the Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall not be normal and usual required to enforce any "due-on-sale" clause in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall accordance with Accepted Servicing Practices if, in the reasonable judgment of the Servicer, not take or enter entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. The Servicer shall notify the Trustee and the Trust Administrator that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreementagreement (indicating the Mortgage File to which it relates), which document copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note any transfer or any assumption which the Servicer may be reasonably believes, in accordance with Accepted Servicing Practices, it is restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments (a) When any Mortgaged Property is conveyed by the Mortgagor, the Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy or otherwise adversely affect the interests of the Certificateholders. Notwithstanding the foregoing: (i) the Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Servicer is restricted by law from preventing; and (ii) if the Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the “due-on-sale” clauseCode (or final, if any, applicable thereto; provided, however, that the Servicer shall not exercise temporary or proposed Treasury regulations promulgated thereunder) and cause any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law REMIC created hereunder to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso fail to the preceding sentence apply, the Servicer will enter into 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 qualify as a REMIC under the Mortgage Note and, to Code or the extent permitted by applicable state law, imposition of any tax on “prohibited transactions” or “contributions” after the Mortgagor remains liable thereonStartup Date under the REMIC Provisions. The Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage (or, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage Loan), (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is also authorized to enter into a be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability agreement with such person, pursuant to which as directed by the original Mortgagor is released from liability and such person is substituted as Servicer. Upon the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria closing of the Servicer for mortgage loans similar to the Mortgage Loans. In connection with any assumption or substitutiontransactions contemplated by such documents, the Servicer shall apply such underwriting standards cause the originals or true 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. The Servicer shall not take or enter into any correct copies of the assumption and modification agreement, howeverthe release (if any), unless (or the modification or supplement to the extent practicable in Mortgage Note or Mortgage to be delivered to the circumstances) it shall have received confirmation, in writing, of Trustee or the continued effectiveness of any applicable hazard insurance policyCustodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note (including but not limited to related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Monthly PaymentCode as a result thereof and (subject to Section 10.01(f)) may that no tax on “prohibited transactions” or “contributions” after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Trustee and Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Servicer with a “Lender Certification for Assignment of Mortgage Loan” in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25% below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which Mortgage Loan, the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan and the Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer GMACM will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that GMACM shall not be required to take such action if in its sole business judgment GMACM believes it is not in the Servicer best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If the Servicer GMACM 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 proviso to the preceding sentence apply, the Servicer GMACM will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer GMACM is also authorized authorized, to the extent permitted under the related Mortgage Note, 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer GMACM for a mortgage loans loan similar to the related Mortgage LoansLoan. In connection with any assumption assumption, modification or substitution, the Servicer GMACM 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. The Servicer GMACM shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer GMACM in respect of an assumption assumption, modification or substitution of liability agreement will shall be retained by the Servicer GMACM 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer GMACM shall notify the Trustee and the Trust Administrator that any such substitution substitution, modification or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution substitution, modification or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer GMACM 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 GMACM may be restricted by law from preventing, for any reason whateverwhatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “due-on-sale” clauseCode (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement be deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note (including but not limited to related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Monthly PaymentCode as a result thereof and (subject to Section 10.01(f)) may that no tax on "prohibited transactions" or "contributions" after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25% below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Agreements When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or 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 the proviso relation to the preceding sentence applyenforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. In such event, the Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor Xxxxxxxxx and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall not be normal and usual required to enforce any "due-on-sale" clause in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall accordance with Accepted Servicing Practices if, in the reasonable judgment of the Servicer, not take or enter entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders and the Class A Certificate Insurer. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. The Servicer shall notify the Trustee and the Trust Administrator that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreementagreement (indicating the Mortgage File to which it relates), which document copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note any transfer or any assumption which the Servicer may be reasonably believes, in accordance with Accepted Servicing Practices, it is restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the related Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the related Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, in the reasonable belief of such Servicer, is not enforceable under applicable law; provided, further, that such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or if jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the other conditions set forth in the proviso related Servicer (which expense shall constitute a Servicing Advance) delivered to the preceding sentence applyMaster Servicer, the Trustee and the Depositor shall conclusively establish the reasonableness of such Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the related Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the related Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, 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. The related Servicer shall not take or enter be required to enforce any "due-on-sale" clause if in the reasonable judgment of such Servicer, entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. The related Servicer shall notify the Trustee and the Trust Administrator Custodian that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of Custodian the Trustee the executed original copy of such assumption or substitution or assumption agreement, agreement (indicating the Mortgage File to which document it relates) which 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 Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the a 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 such Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. On-Sale ClausesClause; Assumption Agreements. --------------------------------------------- The Servicer will, is required to the extent it has knowledge of enforce any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth sale clause in the proviso to the preceding sentence apply, the Servicer will enter into an assumption and modification agreement from Note 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, Security Instrument to the extent permitted by applicable state law, law upon the Mortgagor remains liable thereon. The Servicer is also authorized transfer of title 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 Mortgaged Property unless (i) the Mortgage NoteLoan Documents, provided that no including riders or addenda permit such substitution shall be effective unless such person satisfies the then current underwriting criteria a transfer, or (ii) enforcement of the Servicer for mortgage loans similar to due-on-sale clause will jeopardize the Mortgage Loans. Insurance coverage, if any, on such Mortgage Loan, In connection with any assumption or substitutionall circumstances of unapproved transfer initiated by the Borrower, the Servicer shall apply is required to promptly notify the Mortgage Insurer of such underwriting standards transfer and follow obtain written approval from the Mortgage Insurer (if required under the applicable Mortgage Insurance Policy) before initiating enforcement proceedings. Notwithstanding the preceding paragraph, Owner authorizes Servicer, to waive, in the sole discretion of Servicer, the enforcement of a due-on-sale clause on any Mortgage Loan and permit the assumption of 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. The Servicer shall not take or enter into any assumption and modification agreementMortgage Loan, however, unless (subject to the extent practicable in the circumstancesfollowing conditions: (a) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer as additional servicing compensation. In connection with any such assumption, no No material term of the Mortgage Note (including Note, including, but not limited to to, the related Mortgage Rate rate of interest on the Note and the amount remaining term to maturity, may be changed in connection with such assumption, provided however, such limitation shall not apply to interest rate, payment or amortization chances otherwise provided for under the terms of the Monthly PaymentNote, such as in the case of an adjustable rate mortgage; (b) may be amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf performed a credit review of the Trustee new borrower and determined that the executed original new borrower is a prudent credit risk in the sole opinion of such substitution or assumption agreementthe Servicer. Owner hereby authorizes, which document shall be added Servicer to the related Mortgage File apply more liberal credit standards and shall, underwriting in connection with a request for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing 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 an assumption of a Mortgage Loan than Servicer would apply for comparable new loans which Servicer's is then originating for its own account, if Servicer in its sole discretion, reasonably believes there is a risk of foreclosure on the Mortgage Loan in the event the assumption is denied; (c) The Mortgage Insurer has approved in writing the assumption of the Mortgage Loan by operation the new borrower and such Mortgage Loan will continue to be insured by such Mortgage Insurer; (d) The new borrower executes documents assuming all the obligations of law the Borrower under the Mortgage Loan Documents; (e) The Mortgage Loan will continue to be secured, and insured with a Title Insurance Policy, if any, by a valid security interest upon the Mortgaged Property of the same lien priority as existed immediately prior to such assumption; provided however, if Servicer has not been delivered a Title Insurance Policy on the Transfer Date for any such Mortgage Loan, Servicer shall have no obligation to inquire into or by obtain any title insurance in connection with any assumption of such a Mortgage Loan; and (f) The Servicer has determined that the estimated net realizable value of the Mortgaged Property, in the sole judgment of the Servicer is less than the then unpaid principal balance of the related Note, plus accrued interest to the estimated date of the closing of the sale of Mortgaged Property to the new borrower. (g) The Servicer shall provide the Owner the original assumption agreement following execution thereof. Subject to the terms of the Mortgage Note and Security Instrument, and applicable law or any assumption which regulation, the Servicer may be restricted by law from preventingcharge a reasonable and customary assumption fee, for any reason whatever. For purposes of this Section 3.15, and the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementServicer may retain such fee as Additional Servicing Compensation.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The . (a) Except as otherwise provided in this Section 3.13, when any Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the Servicer willshall use reasonable efforts, to the extent that it has actual knowledge of such conveyance, to enforce any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clausesale clause contained in any Mortgage Note or Mortgage, if anyto the extent permitted under applicable law and governmental regulations, applicable thereto; providedbut only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, however, that the Servicer shall is not required to exercise any such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise required under such Mortgage Note or Mortgage as a condition to such transfer. If (i) the Servicer is prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce enforcing any such “due-on-sale” sale clause, (ii) coverage under any Required Insurance Policy would be adversely affected, (iii) the Mortgage Note does not include a due-on-sale clause or if any of the other conditions set forth in the proviso to the preceding sentence apply(iv) nonenforcement is otherwise permitted hereunder, the Servicer will is authorized, subject to Section 3.13(b), to take or enter into an assumption and modification agreement from or with the person Person to whom such property Mortgaged Property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state law, the Mortgagor remains liable thereon; provided that the Mortgage Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Required Insurance Policies. The Servicer Servicer, subject to Section 3.13(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies . Notwithstanding the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. In connection with any assumption or substitutionforegoing, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall not be normal and usual deemed to be in its general mortgage servicing activities and as default under this Section 3.13 by reason of any transfer or assumption which the Servicer reasonably believes it applies is restricted by law from preventing, for any reason whatsoever. (b) Subject to other mortgage loans owned solely by it. The Servicer shall not take or enter into the Servicer's duty to enforce any assumption and modification agreement, however, unless (due-on-sale clause to the extent practicable set forth in Section 3.13(a), 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 circumstances) it 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, the Servicer shall have received confirmationprepare 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 continued effectiveness of Mortgage Note or Mortgage or otherwise to comply with any applicable hazard insurance policylaws regarding assumptions or the transfer of the Mortgaged Property to such Person. Any fee collected by In no event shall the Servicer in respect Trustee incur liability for executing any document under this Section 3.13 at the direction of an assumption or substitution of liability agreement will be retained by the Servicer as additional servicing compensationServicer. In connection with any such assumption, no material term of the Mortgage Note (including but not limited may be changed. In addition, the substitute Mortgagor and the Mortgaged Property must be acceptable to the related Mortgage Rate and the amount of the Monthly Payment) may be amended Servicer in accordance with its underwriting standards as then in effect. Together with each such substitution, assumption or modified, except as otherwise required pursuant other agreement or instrument delivered to the terms thereofTrustee for execution by it, the Servicer shall deliver an Officer's Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met. The Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf Trustee (or at the direction of the Trustee Trustee, the executed Custodian) the original of such substitution or assumption agreement, which document 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. Notwithstanding the foregoing paragraph or any other provision of this Agreement, Any fee collected by the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. 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 entering into an assumption or substitution of liability agreementagreement may be retained by the Servicer as additional master servicing compensation. Notwithstanding the foregoing, to the extent permissible under applicable law and at the request of the Servicer, the Trustee shall execute and deliver to the Servicer any powers of attorney and other documents prepared by the Servicer that are reasonably necessary or appropriate to enable the Servicer to execute any assumption agreement or modification agreement required to be executed by the Trustee under this Section 3.13.

Enforcement of Due. Onon-Sale Clauses; , Assumption Agreements. The Servicer will, to the extent it has knowledge of In any conveyance or prospective conveyance of any case in which a Mortgaged Property is about to be conveyed by any the Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under thereon) and the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity Servicer has knowledge of such Mortgage Loan under prospective conveyance, the “Servicer shall effect assumptions in accordance with the terms of any due-on-sale” clause, if any, applicable thereto; provided, however, that sale provision contained in the related Mortgage Note or Mortgage. The Servicer shall not exercise enforce any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clausesale provision contained in such Mortgage Note or Mortgage to the extent the requirements thereunder for an assumption of the Mortgage Loan have not been satisfied to the extent permitted under the terms of the related Mortgage Note, unless such provision is not exercisable under applicable law and governmental regulations or in the Servicer's judgment, such exercise is reasonably likely to result in legal action by the Mortgagor, or if any such conveyance is in connection with a permitted assumption of the other conditions set forth in the proviso related Mortgage Loan. Subject to the preceding sentence applyforegoing, the Servicer will is authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person becomes liable under the related Mortgage Note and, to the extent permitted unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Interest Rate with respect to such Mortgage Loan shall remain unchanged. The Servicer is also authorized authorized, to enter into a substitution of liability agreement with such person, pursuant to which release the original Mortgagor is released from liability and such person is substituted as the Mortgagor and becomes liable under upon the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies Loan and substitute the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loansnew Mortgagor as obligor thereon. In connection with any such 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 for mortgage servicing activities loans similar to the Mortgage Loans and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter into notify the Trustee that any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an such assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreement, which document copy shall be added by the Trustee to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the Mortgage Interest Rate of the related Mortgage Note and the payment terms shall not be changed. Any fee collected by the Servicer for entering into an assumption or substitution of liability agreement will be retained by the Servicer as 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 conveyance by the Mortgagor of the property subject to the Mortgage or any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer in good faith determines it may be restricted by law from preventing, for any reason whatever. For purposes whatsoever, or if the exercise of this Section 3.15such right would impair or threaten to impair any recovery under any applicable insurance policy or, in the term “assumption” is deemed Servicer's judgment, be reasonably likely to also include a sale (of result in legal action by the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementMortgagor.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Agreements When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or 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 the proviso relation to the preceding sentence applyenforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. In such event, the Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall not be normal and usual required to enforce any "due-on-sale" clause in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The accordance with Accepted Servicing Practices, if in the reasonable judgment of the Servicer shall not take or enter entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. The Servicer shall notify the Trustee and the Trust Administrator that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreementagreement (indicating the Mortgage File to which it relates), which document copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note any transfer or any assumption which the Servicer may be reasonably believes, in accordance with Accepted Servicing Practices, it is restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not be required to take such action if in its sole business judgment the Servicer believes it is not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar and has a credit risk rating at least equal to that of the Mortgage Loansoriginal 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy, nor will the Servicer permit any assumption of liability for a Mortgage Loan without the prior consent of the Pool Insurer. Any fee collected by the Servicer in respect of an assumption assumption, modification or substitution of liability agreement will shall be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator that any such substitution substitution, modification or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution substitution, modification or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The . (a) Except as otherwise provided in this Section 3.11(a), when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the applicable Servicer will, shall to the extent that it has knowledge of such conveyance, enforce any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clausesale clause contained in any Mortgage Note or Mortgage, if any, applicable theretobut only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy; provided, however, that the Servicer shall not exercise any such right if the due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law. An opinion of counsel, which shall be reimbursable as a Servicing Advance (to the extent it is an "unanticipated expense" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)), delivered to the 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 a Servicer is prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce enforcing any such “due-on-sale” sale clause, or if coverage under any of the other conditions set forth in the proviso to the preceding sentence applyRequired Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Servicer will is authorized, subject to Section 3.11(b), to take or enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Required Insurance Policies. The Servicer Servicer, subject to Section 3.11(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, provided a Servicer shall not be deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar reasonably believes it is restricted by law from preventing. (b) Subject to each Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.11(a) hereof, in any case in which a Mortgaged Property (or stock allocated to a dwelling unit, in the case of Co-op Loan) 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 Loans. In connection with any assumption Note or substitutionMortgage 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, the applicable Servicer shall apply such underwriting standards prepare and follow such practices deliver or cause to be prepared 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (delivered to the extent practicable in the circumstances) it Trustee for signature and shall have received confirmationdirect, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property (or the stock allocated to a dwelling unit, in the case of a Co-op Loan) 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 continued effectiveness of Mortgage Note or Mortgage or otherwise to comply with any applicable hazard insurance policy. Any fee collected by laws regarding assumptions or the Servicer transfer of the Mortgaged Property (or stock allocated to a dwelling unit, in respect the case of an assumption or substitution of liability agreement will be retained by the Servicer as additional servicing compensationa Co-op Loan) to such Person. In connection with any such assumption, no material term of the Mortgage Note (including including, but not limited to to, the related Mortgage Rate and Rate, the amount of the Monthly Scheduled Payment, the Maximum Rate, the Minimum Rate, the Gross Margin, the Periodic Rate Cap, the Adjustment Date, any prepayment penalty and any other term affecting the amount or timing of payment on the Mortgage Loan) may be amended or modified, except as otherwise required pursuant to the terms thereofchanged. The applicable Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of Custodian the Trustee the executed original of such substitution or assumption agreement, which document 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. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the The applicable Servicer shall not be deemed to be in default, breach responsible for recording any such assumption or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or substitution agreements. Any fee collected by the terms of the Mortgage Note or any assumption which the applicable Servicer may be restricted by law from preventing, for any reason whatever. 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 entering into an assumption or substitution of liability agreementagreement will be retained by the Servicer as additional servicing compensation.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not be required to take such action if in its sole business judgment the Servicer believes it is not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized authorized, to the extent permitted under the related Mortgage Note, 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for a mortgage loans loan similar to the related Mortgage LoansLoan. In connection with any assumption assumption, modification or substitution, the Servicer or agent of 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption assumption, modification or substitution of liability agreement will shall be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator that any such substitution substitution, modification or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution substitution, modification or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whateverwhatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. Onon-Sale Clauses; Assumption Agreements. The When any Mortgaged Property is about to be conveyed by the Mortgagor, the Master Servicer willshall, to the extent it has knowledge of any conveyance or such prospective conveyance and prior to the time of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract the consummation of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)such conveyance, exercise its on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Loan Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Note, under the “any "due-on-sale” clause, if any, " clause applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law or if such exercise would result in non-coverage of any of resulting loss that would otherwise be covered under any insurance policy. In the other conditions set forth in event the proviso to the preceding sentence applyMaster Servicer is prohibited from exercising such right, the Master Servicer will is authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged Property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy. The Master Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Master Servicer shall not take or enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and modification agreement, however, unless cause REMIC I to fail to qualify as a REMIC under the REMIC Provisions or (to ii) cause the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness imposition of any applicable hazard insurance policy. Any fee collected by tax on "prohibited transactions" or "contributions" after the Servicer in respect of an assumption or substitution of liability agreement will be retained by startup day under the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofREMIC Provisions. The Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such substitution or assumption agreement, which document shall be added to the related Mortgage File agreement and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the related Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the such Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, in the reasonable belief of such Servicer, is not enforceable under applicable law; provided, further, that such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or if jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the other conditions set forth in related Servicer (which the proviso expense shall constitute a Servicing Advance) delivered to the preceding sentence applySecurities Administrator, the Trustee and the Depositor shall conclusively establish the reasonableness of such Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, a Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the related Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, 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. The a Servicer shall not take or enter be required to enforce any "due-on-sale" clause if in the reasonable judgment of such Servicer, entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policythis Agreement. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The A Servicer shall notify the Trustee and the Trust Securities Administrator that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Securities Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreement, agreement (indicating the Mortgage File to which document it relates) which copy shall be added by the Securities Administrator to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Each Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by a Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the no 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 related Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. OnON-Sale ClausesSALE CLAUSES AND DUE-ON-ENCUMBRANCE CLAUSES; Assumption Agreements. The ASSUMPTION AGREEMENTS. (a) In the event the Servicer will, receives a request from a Mortgagor pursuant to the extent it has knowledge provisions of any conveyance Mortgage Loan or prospective conveyance Companion Loan (other than a Specially Serviced Mortgage Loan) that expressly permits the assignment of any the related Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of saleto, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity assumption of such Mortgage Loan or Companion Loan by, another Person, the Servicer shall obtain relevant information for purposes of evaluating such request. If the Servicer recommends to approve such assignment, the Servicer shall provide to the Special Servicer a copy of such recommendation and the materials upon which such recommendation is based and (A) the Special Servicer shall have the right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan or Companion Loan and this Agreement, and the Special Servicer shall not unreasonably withhold such consent and any such decision of the Special Servicer shall be in accordance with the Servicing Standard, (B) failure of the Special Servicer to notify the Servicer in writing, within five Business Days following the Servicer's delivery of the recommendation described above and the relevant loan information on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed to constitute a grant of such consent and (C) the Servicer shall not permit any such assignment or assumption unless it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as described in the preceding sentence. Upon consent or deemed consent by the Special Servicer to such proposed assignment and assumption, the Servicer shall process such request of the related Mortgagor and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the “due-on-sale” clause, related Mortgage Loan and (if any, applicable theretoapplicable) the related Companion Loan and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed; provided, however, that the Servicer shall not exercise enter into any such rights if prohibited by law from doing so. If agreement to the Servicer reasonably believes it extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is unable under applicable law to enforce such “due-on-sale” clausesenior to, or if any on parity with, the lien of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to related Mortgage. To the extent permitted by applicable state law, the Mortgagor remains liable thereon. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of such an assumption or substitution of liability agreement will be retained by unless the Servicer as additional servicing compensation. In connection with any such assumption, no material term credit status of the Mortgage Note (including but not limited to prospective new Mortgagor is in compliance with the related Mortgage Rate Servicer's regular commercial mortgage origination or servicing standards and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereofcriteria. The Servicer shall notify the Trustee Trustee, the Paying Agent and the Trust Administrator Special Servicer of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Servicer shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution executed pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to (as additional special servicing compensation) the other 50% of such fee. (b) Other than with respect to the assignment and assumptions referred to in subsection (a) above, if any Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, (i) provides that such Mortgage Loan or Companion Loan shall (or may at the mortgagee's option) become due and payable upon the sale of the related Mortgaged Property, or (ii) provides that such Mortgage Loan or Companion Loan may not be assumed without the consent of the related mortgagee in connection with any such substitution sale or assumption agreement has been completed by forwarding to other transfer, then, the Trust Administrator Special Servicer, on behalf of the Trustee Trust, and not the executed original Servicer, shall either (i) enforce such due-on-sale clause or (ii) if it believes such action would be in the best economic interest of the Trust, waive the effect of such substitution provision; provided, however, that if at such time the Principal Balance of such Mortgage Loan is greater than $2.5 million and (together with the Principal Balance of all other Mortgage Loans that are cross-collateralized and cross-defaulted with such Mortgage Loan or assumption agreementhave the same Mortgagor as such Mortgage Loan or Mortgagors who are affiliated with such Mortgagor under such Mortgage Loan) represents 5% or more of the Aggregate Certificate Balance, which document then prior to waiving the effect of such provision, the Special Servicer shall obtain Rating Agency Confirmation to the effect that such waiver will not result in the withdrawal, downgrade or qualification (if applicable) of the then current rating on any Class of Certificates. The Special Servicer shall not waive a due-on-sale clause until and unless the Rating Agencies shall have approved such action. With respect to a Mortgage Loan or Companion Loan with a "due-on-encumbrance" clause, the Servicer (with respect to Mortgage Loans and Companion Loans that are not Specially Serviced Mortgage Loans) and the Special Servicer (with respect to any Specially Serviced Mortgage Loan) will be added required to exercise (or waive its right to exercise) any right it may have (i) to accelerate the payments thereon, or (ii) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard. However, the Servicer will not be permitted to waive a due-on-encumbrance provision in connection with the creation of additional debt secured by the related Mortgaged Property without (i) the consent of the Special Servicer (except that the Special Servicer will be deemed to have consented if it does not respond to written notice requesting such consent within five Business Days after it has received such notice including the pertinent portions of the related Mortgage File File, or copies thereof), and shall(ii) obtaining a Rating Agency Confirmation from each Rating Agency. (c) The Special Servicer shall have no liability, and shall be indemnified by the Trust, for all purposes, be considered a part of such Mortgage File any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same extent shall occur as all other documents and instruments constituting a part thereof. Notwithstanding result of the foregoing paragraph failure of the Rating Agencies, or any other provision of this Agreementthem, to respond to such request in a reasonable period of time. The Special Servicer shall promptly forward copies of the assignment and assumption documents relating to any Mortgage Loan or Companion Loan to the Servicer, the Paying Agent and the Trustee, and the Servicer shall promptly thereafter forward such documents to the Rating Agencies. The Special Servicer shall be entitled to (as additional special servicing compensation) 100% of any fee collected from a Mortgagor in connection with the Special Servicer granting or withholding such consent. (d) The Servicer shall have the right to consent to any transfers of interest of a Mortgagor, to the extent such transfer is allowed under the terms of the related Mortgage Loan or Companion Loan, including any consent to transfer to any subsidiary or affiliate of Mortgagor or to a person acquiring less than a majority interest in the Mortgagor. The Servicer shall be entitled to collect and receive from Mortgagors any customary fees in connection with such transfers of interest as additional servicing compensation. (e) The Trustee for the benefit of the Certificateholders shall execute any necessary instruments in the form presented to it and reasonably acceptable to it by the Servicer (pursuant to subsection (a)) or the Special Servicer (pursuant to subsection (b)) for such assignments and assumptions agreements. Upon the closing of the transactions contemplated by such documents, the Servicer shall not be deemed cause the originals of the assignment and assumption agreement, the release (if any), or the modification or supplement to the Mortgage Loan or Companion Loan to be delivered to the Custodian (or, if there is no Custodian, the Trustee) except to the extent such documents have been submitted to the recording office, in defaultwhich event the Servicer shall promptly deliver copies of such documents to the Custodian (or, breach or any if there is no Custodian, the Trustee) and the Special Servicer. (f) The Servicer (only with respect to Mortgage Loan and Companion Loans other violation of its obligations hereunder by reason of any assumption of than Specially Serviced Mortgage Loans) and the Special Servicer (only with respect to Specially Serviced Mortgage Loans) shall not permit a Mortgage Loan by operation of law or by Companion Loan to be assumed unless the terms of Servicer or the Special Servicer, as the case may be, determines that the assumption is consistent with the Servicing Standard and the Mortgage Note Loan or any assumption which Companion Loan documents. In making such determination, the Servicer or the Special Servicer, as the case may be restricted by law from preventingbe, for any reason whatever. For purposes of this Section 3.15shall, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) among other things, take into account, subject to the Servicing Standard and the Mortgage that is not accompanied Loan and Companion Loan documents, any increase in taxes (based on a fully assessed number calculated off of the proposed purchase price) as a result of the transfer. The Servicer or the Special Servicer, as the case may be, shall compute a debt service coverage ratio for the Mortgage Loan or Companion Loan using leasing commissions, tenant improvement costs and capital expenditures deducted from cash flow in amounts equal to the originator's capital expenditures, tenant improvement costs and leasing commission items at origination and taxes based on a fully assessed number calculated off of the proposed purchase price and shall provide copies of the results of such calculation to each Rating Agency showing a comparison of the recalculated debt service coverage ratio versus the debt service coverage ratio at origination. (g) In no event shall the Servicer enter into an assignment and assumption with respect to the Mortgage Loan secured by an assumption or substitution the Mortgaged Properties identified on the Mortgage Loan Schedule as "Manufactured Home Communities" in the absence of liability agreementa Rating Agency Confirmation.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or 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 the proviso relation to the preceding sentence applyenforcement 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 Servicer (which the expense shall constitute a Servicing Advance) delivered to the Master Servicer , 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. In such event, the Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall not be normal and usual required to enforce any "due-on-sale" clause if in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter the reasonable judgment of the Servicer, entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. The Servicer shall notify the Trustee and the Trust Administrator that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreement, agreement (indicating the Mortgage File to which document it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. Onon-Sale Clauses; Assumption Agreements. The When any Mortgaged Property is about to be conveyed by the Mortgagor, the Master Servicer willshall, to the extent it has knowledge of any conveyance or such prospective conveyance and prior to the time of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract the consummation of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)such conveyance, exercise its on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Loan Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Note, under the any “due-on-sale” clause, if any, clause applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law or if such exercise would result in non-coverage of any of resulting loss that would otherwise be covered under any insurance policy. In the other conditions set forth in event the proviso to the preceding sentence applyMaster Servicer is prohibited from exercising such right, the Master Servicer will is authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged Property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy. The Master Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Master Servicer shall not take or enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and modification agreement, however, unless cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (to ii) cause the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness imposition of any applicable hazard insurance policy. Any fee collected by tax on “prohibited transactions” or “contributions” after the Servicer in respect of an assumption or substitution of liability agreement will be retained by startup day under the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofREMIC Provisions. The Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such substitution or assumption agreement, which document shall be added to the related Mortgage File agreement and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or otherwise in violation of 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 Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer willshall, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will is authorized to enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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 serviced solely by it. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (it to minimize the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policypotential loss associated with such Mortgage Loan. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will shall be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthereof or otherwise permitted under Section 3.01. The Servicer shall notify the Trustee and the Trust Administrator any respective Custodian that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of Trustee or to such Custodian, as the Trustee case may be, the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Except as described in this paragraph, the Servicer is not authorized to substitute one borrower for another in connection with any Mortgage Loan. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.153.11, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of . (a) When any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of saleis conveyed, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of Company shall declare such Mortgage Loan under the “due and payable and shall enforce any due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise sale clause contained in any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, Mortgage Note or if any of the other conditions set forth Mortgage in the proviso to the preceding sentence apply, the Servicer will enter into an assumption and modification agreement from or accordance 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 andProgram Guide, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any insurance policy. Notwithstanding the foregoing: (i) the Company shall not be deemed to be in default under this Section 3.11(a) by applicable state lawreason of any transfer or assumption which the Company is restricted by law from preventing; and (ii) if the Company determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Mortgagor remains liable thereon. The Servicer Company shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Company’s duty to enforce any due-on-sale clause to the extent set forth in Section 3.11(a), in any case in which a Mortgaged Property is also authorized to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the Owner, or if an instrument of release signed by the Owner is required releasing the Mortgagor from liability on the Mortgage Loan, the Company is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Owner, 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. The Company shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any related insurance policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any related Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, such release will not (based on the Company’s or the Subservicer’s good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Company in accordance with the foregoing, the Custodian shall execute any necessary instruments for such assumption or substitution of liability agreement with such person, pursuant to which as directed by the original Mortgagor is released from liability and such person is substituted as Company. Upon the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria closing of the Servicer for mortgage loans similar transactions contemplated by such documents, the Company shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Loans. In connection with any assumption Note or substitution, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall Mortgage to be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (delivered to the extent practicable in Custodian and deposited with the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyMortgage File for such Mortgage Loan. Any fee fees collected by the Servicer in respect of Company or the related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Servicer Company or such Subservicer as additional servicing compensation. In connection with The Company shall notify the Owner, in writing, of any such assumption, no material term modification, supplement or substitution of liability with respect to any Mortgage Loan and the date thereof. (c) The Company or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note (including but not limited to related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby. Any fee collected by the Monthly Payment) may be amended Company or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Company or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Servicer Custodian and Company shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Custodian and Company with a “Certification” in the form attached hereto as Exhibit F, in form and substance satisfactory to the Custodian and Company, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan, upon approval of such assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Company shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan and the Company shall treat such amount as a Full Prepayment with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Master Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights if prohibited by law from doing soso or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. If 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 in the proviso to the preceding sentence apply, the Master Servicer will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage LoansMaster Servicer. In connection with any assumption or substitution, the Master 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. The Master Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable Primary Mortgage Insurance Policy or any applicable hazard insurance policy, or a new policy meeting the requirements of this Section is obtained. Any fee collected by the Master Servicer in respect of an assumption or substitution of liability agreement will be retained by 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 related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. The Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of Custodian (with a copy to the Trustee Trustee) the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Master Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause, if any, applicable thereto; provided, however, that the Master Servicer shall not be required to take such action if in its sole business judgment the Master Servicer believes it is not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If 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 in the proviso to the preceding sentence apply, the Master Servicer will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar Originator and has a credit risk rating at least equal to that of the Mortgage Loansoriginal Mortgagor. In connection with any assumption or substitution, the Master Servicer shall apply such the Originator's 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. The Master Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Master Servicer in respect of an assumption assumption, modification or substitution of liability agreement will shall be retained by 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 related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. The Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution substitution, modification or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of (with a copy to the Trustee Trustee) the executed original of such substitution substitution, modification or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “"assumption” " is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not be required to take such action if in its sole business judgment the Servicer believes it is not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized authorized, to the extent permitted under the related Mortgage Note, 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and Trustee, the Master Servicer, the Trust Administrator and the Custodian that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee Custodian the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whateverwhatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements. The . (a) Except as otherwise provided in this Section 3.11(a), when any Mortgaged Property has been conveyed by the related Mortgagor, the Master Servicer willshall, to the extent that it has knowledge of such conveyance, enforce any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clausesale clause contained in the related Mortgage Note or Mortgage, if anyto the extent permitted under applicable law and governmental regulations, applicable thereto; provided, however, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under the related FHA Mortgage Insurance Contract or any Required Insurance Policy. In the event that the Master Servicer shall not exercise any such rights if is prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce enforcing any such “due-on-sale” sale clause, or if coverage under the related FHA Mortgage Insurance Contract or any of the other conditions set forth in the proviso to the preceding sentence applyRequired Insurance Policy would be adversely affected, the Master Servicer will is authorized, subject to Section 3.11(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the related FHA Mortgage Insurance Contract and the applicable Required Insurance Policies. The Servicer Master Servicer, subject to Section 3.11(b), is also authorized with the prior approval of the FHA and, if necessary and appropriate, the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such person is substituted as the Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, provided that no such substitution the Master Servicer shall not be effective unless such person satisfies deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption which the then current underwriting criteria of Master Servicer is restricted by law from preventing, for any reason whatsoever. (b) Subject to the Servicer for mortgage loans similar Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.11(a) hereof, in any case in which a Mortgaged Property has been conveyed by the related Mortgagor, if an assumption is permitted under Section 3.11(a) and the Person to whom the Mortgaged Property is to be conveyed is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Loans. In connection Note or Mortgage held for the benefit of the Certificateholders 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, the Master Servicer shall deliver or cause to be delivered to the Trustee for signature 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. The Master Servicer shall also deliver or cause to be delivered to the Trustee with the foregoing documents a letter explaining the nature of such documents and the reason or reasons why the Trustee's signature is required. With such letter, the Master Servicer shall deliver to the Trustee a certificate of a Servicing Officer certifying that: (i) a Servicing Officer has examined and approved such documents as to form and substance, (ii) the Trustee's execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid principal balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (iii) any required consents of the FHA and insurers under any Required Insurance Policies have been obtained and (iv) subsequent to the closing of the transaction involving the assumption or substitutiontransfer (A) the Mortgage Loan will continue to be secured by a first (or, if so reflected on the Mortgage Asset Schedule, a second) mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under the related FHA Mortgage Insurance or any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) the Mortgage Rate on the Mortgage Loan will not be altered nor will the term of the Mortgage Loan be increased as a result of such assumption or transfer and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the Master Servicer used underwriting standards of prudent underwriters of FHA-insured project mortgage loans in the state where the related Mortgaged Property is located in evaluating the creditworthiness of the purchaser/transferee, and such release will not (based on the Master Servicer's good faith and reasonable determination) adversely affect the collectibility of the Mortgage Loan. Upon receipt of such certificate, the Trustee for the benefit of the Certificateholders shall execute any necessary instruments for such assumption or substitution of liability. Upon the closing of the transactions contemplated by such documents, the Master 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. The Servicer shall not take or enter into any cause the originals of the assumption and modification agreement, howeverthe release (if any), unless (or the modification or supplement to the extent practicable Mortgage Note or Mortgage to be delivered to the Trustee for the benefit of the Certificateholders and deposited in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyMortgage File for such Mortgage Loan. Any fee collected by the Master Servicer in respect of for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer as additional servicing compensation. In connection with . (c) When any Mortgaged Property has been further encumbered by the related Mortgagor, the Master Servicer shall, to the extent it has knowledge of such assumptionencumbrance, no material term of the Mortgage Note (including but not limited to enforce any due-on-encumbrance clause contained in the related Mortgage Rate and the amount of the Monthly Payment) may be amended Note or modifiedMortgage, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee extent permitted under applicable law and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding governmental regulations, but only to the Trust Administrator on behalf of the Trustee the executed original of extent that such substitution enforcement will not adversely affect or assumption agreement, which document shall be added to jeopardize coverage under the related FHA Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph Insurance Contract or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementRequired Insurance Policy.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Agreements When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or 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 the proviso relation to the preceding sentence applyenforcement of any "due-on-sale" clause that would adversely affect or jeopardize coverage under any Required Insurance Policy. In such event, the Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall not be normal and usual required to enforce any "due-on-sale" clause in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall accordance with Accepted Servicing Practices if, in the reasonable judgment of the Servicer, not take or enter entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders and the Class A Certificate Insurer. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. The Servicer shall notify the Trustee and the Trust Administrator that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreementagreement (indicating the Mortgage File to which it relates), which document copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note any transfer or any assumption which the Servicer may be reasonably believes, in accordance with Accepted Servicing Practices, it is restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “due-on-sale” clauseCode (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to be delivered to the extent permitted by applicable state law, Trustee or the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement Custodian and deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note (including but not limited to related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Monthly PaymentCode as a result thereof and (subject to Section 10.01(f)) may that no tax on "prohibited transactions" or "contributions" after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25% below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or 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 the proviso relation to the preceding sentence applyenforcement 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 Servicer (which the expense shall constitute a Servicing Advance) delivered to the Securities Administrator, 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. In such event, the Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall not be normal and usual required to enforce any "due-on-sale" clause if in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter the reasonable judgment of the Servicer, entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. The Servicer shall notify the Trustee and the Trust Securities Administrator that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Securities Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreement, agreement (indicating the Mortgage File to which document it relates) which copy shall be added by the Securities Administrator to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. The ; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer willor Subservicer, to the extent it has knowledge of such conveyance, shall enforce any conveyance due-on-sale clause contained in any Mortgage Note or prospective conveyance Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's or Subservicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by any Mortgagor (whether by absolute conveyance or by contract of salea Mortgagor, and whether or not the Mortgagor remains or such Person is to remain liable under enter into an assumption or modification agreement or supplement to the Mortgage Note and/or or Mortgage which requires the Mortgage)signature of the Trustee, exercise its rights or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to accelerate the maturity requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, 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; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the “due-on-sale” clauseCode (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause), or if any of the other conditions set forth in the proviso modification or supplement to the preceding sentence apply, the Servicer will enter into 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, or Mortgage to be delivered to the extent permitted by applicable state law, Trustee or the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement Custodian and deposited 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, provided that no File for such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policyLoan. Any fee collected by the Master Servicer in respect of or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. In connection with any such assumption. (c) The Master Servicer or the related Subservicer, no material term as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the Mortgage Note (including but not limited to related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Rate Loan, that the security for, and the amount of timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Monthly PaymentCode as a result thereof and (subject to Section 10.01(f)) may that no tax on "prohibited transactions" or "contributions" after the Startup Date would be amended or modified, except imposed on any REMIC created hereunder as otherwise required pursuant to the terms a result thereof. The Any fee collected by the Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, Subservicer for all purposes, processing such a request will be considered a part of retained by the Master Servicer or such Mortgage File Subservicer as additional servicing compensation. (d) Subject to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall not be deemed entitled to be approve an assignment in defaultlieu of satisfaction with respect to any Mortgage Loan, breach or any other violation of its obligations hereunder by reason of any assumption of a provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by operation Mortgaged Property located in a jurisdiction in which an assignment in lieu of law satisfaction is required to preserve lien priority, minimize or by avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the terms laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Note Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15Mortgage Loan, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage that is not accompanied by an assumption or substitution of liability agreementLoan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. Onon-Sale Clauses; , Assumption Agreements. . (1) The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “any “ due-on-sale” clause, if any, clause applicable thereto; provided, however, provided that the Servicer shall not exercise any such rights if prohibited by law from doing so. so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Insurance Policy, if any. (1) If the Servicer reasonably believes it is unable under applicable law to enforce prohibited from enforcing such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, then the Servicer will enter into an assumption and modification agreement from or with the person Person to whom such property the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The (For purposes of this Section 7.01, the term “assumption” is deemed to also include a sale of the Mortgaged Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.) If any Mortgage Loan is to be assumed, then the Servicer shall inquire into the creditworthiness of the proposed transferee and shall use the same underwriting criteria for approving the credit of the proposed transferee that are used with respect to underwriting mortgage loans of the same type as the Mortgage Loans. Where an assumption is also allowed, the Servicer, with the prior written consent of the primary mortgage insurer, if any, and subject to the conditions of Section 7.01(3), shall, and is hereby authorized to to, enter into a substitution of liability agreement with such person, the Person to whom the Mortgaged Property is proposed to be conveyed pursuant to which the original Mortgagor mortgagor is released from liability and such person Person is substituted as the Mortgagor mortgagor and becomes liable under the related Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or such substitution of liability agreement will shall be retained by the Servicer as additional servicing compensationin lieu of an assumption agreement. In connection with any such assumptionno event shall the Note Rate, no material term of the Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may Payment or the final maturity date be amended or modified, except as otherwise required pursuant to the terms thereofchanged. The Servicer shall notify the Trustee and the Trust Administrator Purchaser that any such substitution of liability or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of Purchaser the Trustee the executed original of any such substitution of liability or assumption agreement, which document shall be added to the related Purchaser’s Mortgage File and shall, for all purposes, be considered a part of such Purchaser’s Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, Any fee collected by the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. 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 entering into an assumption or substitution of liability agreementagreement shall be retained by the Servicer as additional compensation for servicing the Mortgage Loans. (2) If the credit of the proposed transferee does not meet such underwriting criteria, then the Servicer shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.

Enforcement of Due. Onon-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “"assumption” " is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the related Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the such Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, in the reasonable belief of such Servicer, is not enforceable under applicable law; provided, further, that such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or if jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the other conditions set forth in the proviso related Servicer (which expense shall constitute a Servicing Advance) delivered to the preceding sentence applySecurities Administrator, the Trustee and the Depositor shall conclusively establish the reasonableness of such Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, a Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the related Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, 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. The a Servicer shall not take or enter be required to enforce any "due-on-sale" clause if in the reasonable judgment of such Servicer, entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policythis Agreement. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The A Servicer shall notify the Trustee and the Trust Securities Administrator that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Securities Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreement, agreement (indicating the Mortgage File to which document it relates) which copy shall be added by the Securities Administrator to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Each Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by a Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the no 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 related Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “"due-on-sale” " clause, if any, applicable thereto; provided, however, that the Servicer shall not be required to take such action if in its sole business judgment the Servicer believes it is not in the best interests of the Trust and shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized authorized, to the extent permitted under the related Mortgage Note, 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for a mortgage loans loan similar to the related Mortgage LoansLoan. In connection with any assumption assumption, modification 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption assumption, modification or substitution of liability agreement will shall be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee Master Servicer and the Trust Administrator Indenture Trustee that any such substitution substitution, modification or assumption agreement has been completed by forwarding to the Trust Administrator Custodian, on behalf of the Trustee Indenture Trustee, the executed original of such substitution substitution, modification or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whateverwhatsoever. For purposes of this Section 3.15, the term “"assumption” " is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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 itactivities. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whateverwhatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. Onon-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or 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 the proviso relation to the preceding sentence applyenforcement 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 Servicer (which expense shall constitute a Servicing Advance) delivered to the Securities Administrator, 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. In such event, the Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall not be normal and usual required to enforce any "due-on-sale" clause if in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter the reasonable -110- judgment of the Servicer, entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. The Servicer shall notify the Trustee and the Trust Securities Administrator that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Securities Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreement, agreement (indicating the Mortgage File to which document it relates) which copy shall be added by the Securities Administrator to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of In any conveyance or prospective conveyance of any case in which a Mortgaged Property is about to be conveyed by any the Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under thereon) and the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity Master Servicer has knowledge of such Mortgage Loan under prospective conveyance, the “Master Servicer shall effect assumptions in accordance with the terms of any due-on-sale” clause, if any, applicable thereto; provided, however, that sale provision contained in the related Mortgage Note or Mortgage. The Master Servicer shall not exercise enforce any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clausesale provision contained in such Mortgage Note or Mortgage to the extent the requirements thereunder for an assumption of the Mortgage Loan have not been satisfied to the extent permitted under the terms of the related Mortgage Note, unless such provision is not exercisable under applicable law and governmental regulations or in the Master Servicer's judgment, such exercise is reasonably likely to result in legal action by the Mortgagor, or if any such conveyance is in connection with a permitted assumption of the other conditions set forth in the proviso related Mortgage Loan. Subject to the preceding sentence applyforegoing, the Master Servicer will is authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person becomes liable under the related Mortgage Note and, to the extent permitted unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Interest Rate with respect to such Mortgage Loan shall remain unchanged. The Master Servicer is also authorized authorized, to enter into a substitution of liability agreement with such person, pursuant to which release the original Mortgagor is released from liability and such person is substituted as the Mortgagor and becomes liable under upon the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies Loan and substitute the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loansnew Mortgagor as obligor thereon. In connection with any such assumption or substitution, the Master Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general for mortgage servicing activities loans similar to the Mortgage Loans and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Master Servicer shall notify the Trustee and the Trust Administrator that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such assumption or substitution or assumption agreement, which document copy shall be added by the Trustee to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the Mortgage Interest Rate of the related Mortgage Note and the payment terms shall not be changed. Any fee collected by the Master Servicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer as servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any conveyance by the Mortgagor of the property subject to the Mortgage or any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer in good faith determines it may be restricted by law from preventing, for any reason whatever. For purposes whatsoever, or if the exercise of this Section 3.15such right would impair or threaten to impair any recovery under any applicable insurance policy or, in the term “assumption” is deemed Master Servicer's judgment, be reasonably likely to also include a sale (of result in legal action by the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementMortgagor.

Enforcement of Due. OnON-Sale ClausesSALE CLAUSES; Assumption AgreementsASSUMPTION AGREEMENTS. The When any Mortgaged Property is about to be conveyed by the Mortgagor, the Master Servicer willshall, to the extent it has knowledge of any conveyance or such prospective conveyance and prior to the time of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract the consummation of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)such conveyance, exercise its on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Loan Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Note, under the “any "due-on-sale” clause, if any, " clause applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law or if such exercise would result in non-coverage of any of resulting loss that would otherwise be covered under any insurance policy. In the other conditions set forth in event the proviso to the preceding sentence applyMaster Servicer is prohibited from exercising such right, the Master Servicer will is authorized to take or enter into an assumption and modification agreement from or with the person Person to whom such property a Mortgaged Property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or unless the Mortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy. The Master Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Master Servicer shall not take or enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and modification agreement, however, unless cause the REMIC to fail to qualify as a REMIC under the REMIC Provisions or (to ii) cause the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness imposition of any applicable hazard insurance policy. Any fee collected by tax on "prohibited transactions" or "contributions" after the Servicer in respect of an assumption or substitution of liability agreement will be retained by startup day under the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofREMIC Provisions. The Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original copy of such substitution or assumption agreement, which document shall be added to the related Mortgage File agreement and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Master Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Master Servicer shall not be required to take such action if in its sole business judgment the Master Servicer believes it is not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If 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 in the proviso to the preceding sentence apply, the Master Servicer will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Master Servicer for mortgage loans similar and has a credit risk rating at least equal to that of the Mortgage Loansoriginal Mortgagor. In connection with any assumption or substitution, the Master 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. The Master Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Master Servicer in respect of an assumption assumption, modification or substitution of liability agreement will shall be retained by 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 related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. The Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution substitution, modification or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution substitution, modification or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not be required to take such action if in its sole business judgment the Servicer believes it is not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into 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, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized authorized, to the extent permitted under the related Mortgage Note, 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, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for a mortgage loans loan similar to the related Mortgage LoansLoan. In connection with any assumption assumption, modification 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption assumption, modification or substitution of liability agreement will shall be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and Trustee, the Master Servicer, the Trust Administrator and the Custodian that any such substitution substitution, modification or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee Custodian the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whateverwhatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The . (i) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer willshall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent it has knowledge of permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any conveyance or prospective conveyance of any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains has been conveyed or is proposed to remain liable under be conveyed satisfies the terms and conditions contained in the Mortgage Note and/or and Mortgage related thereto and the Mortgage), exercise its rights to accelerate consent of the maturity of mortgagee under such Mortgage Loan Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the “event that the Master Servicer is prohibited by law from enforcing any such due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” sale clause, or if coverage under any of the other conditions set forth in the proviso to the preceding sentence applyRequired Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer will is authorized, subject to Section 3(m)(ii), to take or enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if-so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Servicer Master Servicer, subject to Section 3(m)(ii), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, provided that no the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever. (ii) Subject to the Master Servicer’s duty to enforce any due-on-sale clause to the extent set forth in Section 3(m)(i) hereof, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Loans. In connection with any assumption Note or substitutionMortgage 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, the Master Servicer shall apply such underwriting standards prepare and follow such practices deliver or cause to be prepared 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (delivered to the extent practicable in the circumstances) it Trustee for signature and shall have received confirmationdirect, 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 continued effectiveness of Mortgage Note or Mortgage or otherwise to comply with any applicable hazard insurance policy. Any fee collected by laws regarding assumptions or the Servicer in respect transfer of an assumption or substitution of liability agreement will be retained by the Servicer as additional servicing compensationMortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note (including but not limited may be changed. In addition, the substitute Mortgagor and the Mortgaged Property must be acceptable to the related Mortgage Rate and the amount of the Monthly Payment) may be amended Master Servicer in accordance with its underwriting standards as then in effect. Together with each such substitution, assumption or modified, except as otherwise required pursuant other agreement or instrument delivered to the terms thereofTrustee for execution by it, the Master Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Master Servicer shall notify the Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of the Trustee the executed original of such substitution or assumption agreement, which document 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. 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 fee collected by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. 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 entering into an assumption or substitution of liability agreementagreement will be retained by the Master Servicer as additional servicing compensation.

Enforcement of Due. Onon-Sale Clauses; , Assumption Agreements. ---------------------------------------------------------- (1) The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “any "due-on-sale” clause, if any, " clause applicable thereto; provided, however, provided that the Servicer shall not exercise any such rights if prohibited by law from doing so. so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Insurance Policy, if any. (2) If the Servicer reasonably believes it is unable under applicable law to enforce prohibited from enforcing such “"due-on-sale” " clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, then the Servicer will enter into an assumption and modification agreement from or with the person Person to whom such property the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The (For purposes of this Section 7.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.) If any Mortgage Loan is to be assumed, then the Servicer shall inquire into the creditworthiness of the proposed transferee and shall use the same underwriting criteria for approving the credit of the proposed transferee that are used with respect to underwriting mortgage loans of the same type as the Mortgage Loans. Where an assumption is also allowed, the Servicer, with the prior written consent of the primary mortgage insurer, if any, and subject to the conditions of Section 7.01(iii), shall, and is hereby authorized to to, enter into a substitution of liability agreement with such person, the Person to whom the Mortgaged Property is proposed to be conveyed pursuant to which the original Mortgagor mortgagor is released from liability and such person Person is substituted as the Mortgagor mortgagor and becomes liable under the related Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. 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. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or such substitution of liability agreement will shall be retained by the Servicer as additional servicing compensationin lieu of an assumption agreement. In connection with any such assumptionno event shall the Note Rate, no material term of the Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may Payment or the final maturity date be amended or modified, except as otherwise required pursuant to the terms thereofchanged. The Servicer shall notify the Trustee and the Trust Administrator Purchaser that any such substitution of liability or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of Purchaser the Trustee the executed original of any such substitution of liability or assumption agreement, which document shall be added to the related Purchaser's Mortgage File and shall, for all purposes, be considered a part of such Purchaser's Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding the foregoing paragraph or any other provision of this Agreement, Any fee collected by the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. 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 entering into an assumption or substitution of liability agreementagreement shall be retained by the Servicer as additional compensation for servicing the Mortgage Loans. (3) If the credit of the proposed transferee does not meet such underwriting criteria, then the Servicer shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. The When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer willshall, except as set forth below, to the extent it has knowledge of any such conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage)conveyance, exercise its rights to accelerate the maturity of such the related Mortgage Loan under the “any "due-on-sale” clause, if any, applicable thereto" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such rights right if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “"due-on-sale” " clause, or 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 the proviso relation to the preceding sentence applyenforcement 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 Servicer (which the expense shall constitute a Servicing Advance) delivered to the Master Servicer, 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. In such event, the Servicer will shall make reasonable efforts to enter into an assumption and modification agreement from or with the person Person to whom such property has been conveyed or is proposed about to be conveyed, pursuant to which such person Person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state lawlaw or the Mortgage, the Mortgagor remains liable thereon. The If the foregoing is not permitted under applicable law, the Servicer is also authorized to enter into a substitution of liability agreement with such personPerson, pursuant to which the original Mortgagor is released from liability and such person Person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar . In addition to the Mortgage Loans. In connection with any assumption or substitutionforegoing, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall not be normal and usual required to enforce any "due-on-sale" clause if in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter the reasonable judgment of the Servicer, entering into any an assumption and modification agreementagreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, howeveras assumed, unless (shall conform in all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, representations and warranties of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer 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 amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. The Servicer shall notify the Trustee and the Trust Administrator Custodian that any such assumption or substitution or assumption agreement has been completed by forwarding to the Trust Administrator on behalf of Custodian the Trustee the executed original copy of such assumption or substitution or assumption agreement, agreement (indicating the Mortgage File to which document it relates) which 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 Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreementwhatsoever.