Common use of Enforcement of Due-On Clause in Contracts

Enforcement of Due-On. Sale" Clauses; Assumption Agreements. Each 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 no Servicer shall be required to take such action if, in its sole business judgment, such 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 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, such 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. Each 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 underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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. No Servicer shall 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 a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward to 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, 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 such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due-On. Sale" Sale Clauses; Assumption Agreements. Each Servicer will, ; Subordinate Financing. (a) As 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 each Mortgage Loan under which 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 of a controlling interest in the related Mortgagor; or (ii) provides that such Mortgage Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, applicable theretothen, for so long as such Mortgage Loan is included in the Trust Fund, each of the Master Servicer and the Special Servicer shall, on behalf of the Trustee as the mortgagee of record, as to those Mortgage Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold its consent to any such sale or other transfer, in a manner consistent with the Servicing Standard, but subject to Section 3.20(a)(iii); providedprovided that, howevernotwithstanding anything to the contrary contained herein, that no neither the Master Servicer nor the Special Servicer shall be required to take such action ifwaive any right it has, in its sole business judgment, such Servicer believes or grant any consent it is not in the best interests of the Trust Fund and shall not exercise otherwise entitled to withhold, under any such rights if prohibited by law from doing so. If a Servicer reasonably believes it is unable under applicable law to enforce such related "due-on-sale" clause unless it first (1) shall have provided, at least five Business Days prior to the granting of such waiver or if consent, to any single Holder that constitutes the Majority Certificateholder of the other conditions set forth Controlling Class and, in the proviso to case of the preceding sentence apply, such 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 andMaster Servicer, to the extent permitted Special Servicer written notice of the matter and a written explanation of the surrounding circumstances, (2) upon request made within such five Business Day-period, shall have discussed the matter with any such single Holder that constitutes the Majority Certificateholder of the Controlling Class and/or, in the case of the Master Servicer, with the Special Servicer and (3) if the then-outstanding principal balance of the subject Mortgage Loan (together with the then-outstanding aggregate principal balance of all other Mortgage Loans to the same Mortgagor or to other Mortgagors that are, to the Master Servicer's or Special Servicer's, as applicable, actual knowledge, Affiliates of the Mortgagor under the subject Mortgage Loan) is more than 2% of the then-outstanding aggregate principal balance of the Mortgage Pool, shall have obtained written confirmation from each Rating Agency that such action shall not result in a qualification, downgrade or withdrawal of the rating then assigned by such Rating Agency to any Class of Certificates; and provided, further, that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" clause governing the transfer of any Mortgaged Property which secures, or controlling interests in any Mortgagor under, a Group of Cross-Collateralized Mortgage Loans unless all of the Mortgaged Properties securing, or a controlling interest in all the Mortgagors (if more than one) under, such Group of Cross-Collateralized Mortgage Loans are transferred simultaneously to the same transferee. In the event that the Master Servicer or Special Servicer intends or is required, in accordance with the preceding sentence, the Mortgage Loan documents or applicable state law, to permit the Mortgagor remains liable thereon. Each transfer of any Mortgaged Property, the Master Servicer is also authorized to or the Special Servicer, as the case may be, may, if consistent with the Servicing Standard, enter into a substitution of liability agreement with such personagreement, pursuant to which the original Mortgagor is and any original guarantors are released from liability liability, and such person is the transferee and any new guarantors are substituted as the Mortgagor therefor and becomes become liable under the Mortgage Note; providedNote and any related guaranties and, that no such substitution shall be effective unless such person satisfies in connection therewith, may require from the underwriting criteria of such Servicer related Mortgagor a reasonable and such substitution is in customary fee for the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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 additional services performed by it. No Servicer shall take or enter into , together with reimbursement for any assumption related costs and modification agreement, however, unless expenses incurred by it (but only to the extent practicable that charging such fee will not be a "significant modification" of the Mortgage Loan, or result in the circumstancesreceipt by REMIC I or REMIC II of net income from a "prohibited transaction", under the REMIC Provisions). The Master Servicer or the Special Servicer, as the case may be, shall promptly notify the Trustee in writing of any such agreement and forward the original thereof to the Trustee for inclusion in the related Mortgage File. (b) As to each 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 (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property; then, for so long as such Mortgage Loan is included in the Trust Fund, each of the Master Servicer and the Special Servicer shall on behalf of the Trustee as the mortgagee of record, as to those Mortgage Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold its consent to the creation of any such additional lien or other encumbrance, in a manner consistent with the Servicing Standard, but subject to Section 3.20(a)(iii); provided that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance" clause unless it first (1) shall have received confirmationprovided, at least five Business Days prior to the granting of such waiver or consent, to any single Holder that constitutes the Majority Certificateholder of the Controlling Class and, in writing, the case of the continued effectiveness Master Servicer, to the Special Servicer written notice of any applicable hazard insurance policythe matter and a written explanation of the surrounding circumstances, or a new policy meeting and (2) upon request made within such five Business Day-period, shall have discussed the requirements of this Section is obtained. Any fee collected by a Servicer in respect of an assumption or substitution of liability agreement will be retained by such Servicer as additional servicing compensation. In connection matter with any such assumption, no material term single Holder that constitutes the Majority Certificateholder of the Mortgage Note (including but not limited Controlling Class and/or, in the case of the Master Servicer, with the Special Servicer; and provided, further, that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related Mortgage Rate and "due-on-encumbrance" clause until it has received written confirmation from each Rating Agency that such action would not result in the amount qualification, downgrade or withdrawal of the Scheduled Paymentrating then assigned by such Rating Agency to any Class of Certificates. (c) may be amended or modifiedNothing in this Section 3.08 shall constitute a waiver of the Trustee's right, except as otherwise required pursuant the mortgagee of record, to the terms thereof. Each Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward to 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, a Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason receive notice of any assumption of a Mortgage Loan by operation of law Loan, any sale or by the terms other transfer of the Mortgage Note related Mortgaged Property or the creation of any assumption which additional lien or other encumbrance with respect to such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of 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. Each 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 "dueDue-on-saleSale" clause, if any, applicable thereto; provided, however, that no Servicer shall be required to take such action if, in its sole business judgment, such 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 a Servicer reasonably believes it is unable under applicable law to enforce such "dueDue-on-saleSale" clause or if any of the other conditions set forth in the proviso to the preceding sentence apply, such 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. Each 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 underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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. No Servicer shall 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 a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward 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, 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 such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of 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. Each 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 "dueDue-on-saleSale" clause, if any, applicable thereto; provided, however, that no Servicer shall be required to take such action if, in its sole business judgment, such 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 a Servicer reasonably believes it is unable under applicable law to enforce such "dueDue-on-saleSale" clause or if any of the other conditions set forth in the proviso to the preceding sentence apply, such 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. Each 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 underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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. No Servicer shall 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 a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward to the Trustee or the Custodian, as applicable, 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, 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 such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due-On. Sale" Sale Clauses; Assumption AgreementsAgreements . Each 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" “due‑on‑sale” clause, if any, applicable thereto; provided, however, that no the Servicer shall not be required to take such action if, if in its sole business judgment, such judgment the Servicer believes it is that the collections and other recoveries in respect of such Mortgage Loans could reasonably be expected to be maximized if the Mortgage Loan were not in accelerated, and the best interests of the Trust Fund and Servicer shall not exercise any such rights if prohibited by law from doing so. If a the Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause “due‑on‑sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, such 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. Each The Servicer is may 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, provided that no such substitution shall be effective unless such person satisfies the underwriting criteria of such the Servicer and such substitution is in the best interest has a credit risk rating at least equal to that of the Certificateholders as determined by such Serviceroriginal Mortgagor. In connection with any assumption, modification or substitution, such 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. No The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in under 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 a the Servicer in respect of an assumption any assumption, modification or substitution of liability agreement will be retained by such 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 Scheduled Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each The Servicer shall notify the Trustee and the NIMS Insurer that any such substitution, modification or assumption agreement has been completed and shall forward by forwarding to the Trustee (with a copy to the NIMS Insurer) 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, a 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 such the Servicer may be restricted by law from preventing, for any reason whatsoeverwhatever. For purposes of this Section 3.143.15, the term "“assumption" ” is deemed to also include a sale (of the Mortgaged Property) 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. Each 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 "dueDue-on-saleSale" clause, if any, applicable thereto; provided, however, that no Servicer shall be required to take such action if, in its sole business judgment, such 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 a Servicer reasonably believes it is unable under applicable law to enforce such "dueDue-on-saleSale" clause or if any of the other conditions set forth in the proviso to the preceding sentence apply, such 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. Each 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 underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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. No Servicer shall 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 a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward to the Trustee applicable 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, 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 such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due-On. Sale" Sale Clauses; Assumption Agreements. Each Servicer will, ; Subordinate Financing. (a) As 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 each Mortgage Loan under which 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 of a controlling interest in the related Mortgagor; or (ii) provides that such Mortgage Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, applicable theretothen, for so long as such Mortgage Loan is included in the Trust Fund, each of the Master Servicer and the Special Servicer shall, on behalf of the Trustee as the mortgagee of record, as to those Mortgage Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Mortgage Loan within ten Business Days from receipt of a complete assumption/transfer documentation package from a Sub-Servicer on Mortgage Loans not requiring Rating Agency review, and as promptly as reasonably possible on Mortgage Loans requiring Rating Agency review, (x) to accelerate the payments thereon, or (y) to withhold its consent to any such sale or other transfer, in a manner consistent with the Servicing Standard, but subject to Section 3.20(a)(iii); providedprovided that, howevernotwithstanding anything to the contrary contained herein, that no neither the Master Servicer nor the Special Servicer shall be required to take such action ifwaive any right it has, in its sole business judgment, such Servicer believes or grant any consent it is not in the best interests of the Trust Fund and shall not exercise otherwise entitled to withhold, under any such rights if prohibited by law from doing so. If a Servicer reasonably believes it is unable under applicable law to enforce such related "due-on-sale" clause or if any of the other conditions set forth in the proviso unless it first (1) shall have provided, at least five Business Days prior to the preceding sentence apply, granting of such Servicer will enter into an assumption and modification agreement from waiver 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 andconsent, to the extent permitted Directing Certificateholder and, in the case of the Master Servicer, to the Special Servicer written notice of the matter and a written explanation of the surrounding circumstances, (2) upon request made within such five Business Day-period, shall have discussed the matter with the Directing Certificateholder and/or, in the case of the Master Servicer, with the Special Servicer and (3) if the then-outstanding principal balance of the subject Mortgage Loan (together with the then-outstanding aggregate principal balance of all other Mortgage Loans to the same Mortgagor or to other Mortgagors that are, to the Master Servicer's or Special Servicer's, as applicable, actual knowledge, Affiliates of the Mortgagor under the subject Mortgage Loan) is more than 2% of the then-outstanding aggregate principal balance of the Mortgage Pool, or more than $20,000,000, shall have obtained written confirmation from each Rating Agency that such action shall not result in a qualification, downgrade or withdrawal of the rating then assigned by such Rating Agency to any Class of Certificates; and provided, further, that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" clause governing the transfer of any Mortgaged Property which secures, or controlling interests in any Mortgagor under, a Group of Cross-Collateralized Mortgage Loans unless all of the Mortgaged Properties securing, or a controlling interest in all the Mortgagors (if more than one) under, such Group of Cross-Collateralized Mortgage Loans are transferred simultaneously to the same transferee. In the event that the Master Servicer or Special Servicer intends or is required, in accordance with the preceding sentence, the Mortgage Loan documents or applicable state law, to permit the Mortgagor remains liable thereon. Each transfer of any Mortgaged Property, the Master Servicer is also authorized to or the Special Servicer, as the case may be, may, if consistent with the Servicing Standard, enter into a substitution of liability agreement with such personagreement, pursuant to which the original Mortgagor is and any original guarantors are released from liability liability, and such person is the transferee and any new guarantors are substituted as the Mortgagor therefor and becomes become liable under the Mortgage Note; providedNote and any related guaranties and, that no such substitution shall be effective unless such person satisfies in connection therewith, may require from the underwriting criteria of such Servicer related Mortgagor a reasonable and such substitution is in customary fee for the best interest of the Certificateholders as determined additional services performed by such Servicer. In connection it, together with reimbursement for any assumption, modification or substitution, such Servicer shall apply such underwriting standards related costs 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 expenses incurred by it. No The Master Servicer or the Special Servicer, as the case may be, shall take or enter into promptly notify the Trustee in writing of any assumption such agreement and modification agreement, however, unless (forward the original thereof to the extent practicable Trustee for inclusion 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 a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 File. (b) As to each 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 (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property; then, for so long as such Mortgage Loan is included in the Trust Fund, each of the Master Servicer and the amount Special Servicer shall on behalf of the Scheduled PaymentTrustee as the mortgagee of record, as to those Mortgage Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may be amended have with respect to such Mortgage Loan (x) to accelerate the payments thereon, or modified, except as otherwise required pursuant (y) to withhold its consent to the terms thereof. Each creation of any such additional lien or other encumbrance, in a manner consistent with the Servicing Standard, but subject to Section 3.20(a)(iii); provided that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall notify the Trustee that waive any such substitutionright it has, modification or assumption agreement has been completed and grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance" clause unless it first (1) shall forward have provided, at least five Business Days prior to the Trustee the executed original granting of such substitution waiver or assumption agreementconsent, which document shall be added to the related Mortgage File and shallDirecting Certificateholder and, for all purposesin the case of the Master Servicer, be considered a part of such Mortgage File to the same extent as all other documents Special Servicer written notice of the matter and instruments constituting a part thereof. Notwithstanding written explanation of the foregoing paragraph or any other provision surrounding circumstances, and (2) upon request made within such five Business Day-period, shall have discussed the matter with the Directing Certificateholder and/or, in the case of this Agreementthe Master Servicer, a with the Special Servicer; and provided, further, that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance" clause until it has received written confirmation from each Rating Agency that such action would not be deemed result in the qualification, downgrade or withdrawal of the rating then assigned by such Rating Agency to be any Class of Certificates. (c) Nothing in defaultthis Section 3.08 shall constitute a waiver of the Trustee's right, breach or any other violation as the mortgagee of its obligations hereunder by reason record, to receive notice of any assumption of a Mortgage Loan by operation of law Loan, any sale or by the terms other transfer of the Mortgage Note related Mortgaged Property or the creation of any assumption which additional lien or other encumbrance with respect to such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due-On. Sale" Sale Clauses; Assumption ---------------------------------------------- Agreements. Each ---------- (a) Except as otherwise provided in this Section 3.13, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer willor the related Servicer shall, to the extent that it has knowledge of such conveyance and in accordance with the Servicing Standard, 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 no neither the Master Servicer shall be nor the related Servicer is required to take exercise such action if, 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 its sole business judgment, the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Servicer believes it Mortgage Note or Mortgage is not in otherwise so required under such Mortgage Note or Mortgage as a condi- tion to such transfer. In the best interests of event that (i) the Trust Fund and shall not exercise any such rights if Master Servicer or the related Servicer is prohibited by law from doing so. If a 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 (iv) nonenforcement is otherwise permitted hereunder, the other conditions set forth in the proviso Master Servicer is authorized, subject to the preceding sentence applySection 3.13(b), such Servicer will 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. Each Servicer The Master 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. Notwithstanding the foregoing, that no such substitution shall be effective unless such person satisfies the underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such Master 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 Master 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. No Servicer shall take or enter into the Master 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 Master 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, laws regarding assumptions or a new policy meeting the requirements transfer of this Section is obtained. Any fee collected by a Servicer in respect of an assumption or substitution of liability agreement will be retained by the Mortgaged Property to such Servicer as additional servicing compensationPerson. 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 Scheduled 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 thereof. Each Trustee for execution by it, the Master Servicer shall notify 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, or cause the related Servicer to notify, the Trustee that any such substitution, modification substitution or assumption agreement has been completed and shall forward by forwarding to 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 Any fee collected by the foregoing paragraph Master Servicer or any other provision of this Agreement, 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 such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of 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 master servicing compensation.

Enforcement of Due-On. Sale" Sale Clauses; Assumption Agreements. Each (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 no the Servicer shall be is not required to take exercise such action if, 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 its sole business judgment, the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Servicer believes it Mortgage Note or Mortgage is not in otherwise required under such Mortgage Note or Mortgage as a condition to such transfer. If (i) the best interests of the Trust Fund and shall not exercise any such rights if Servicer is prohibited by law from doing so. If a 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 (iv) nonenforcement is otherwise permitted hereunder, the other conditions set forth in the proviso Servicer is authorized, subject to the preceding sentence applySection 3.13(b), such Servicer will 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. Each Servicer The 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. Notwithstanding the foregoing, that no such substitution shall be effective unless such person satisfies the underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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. No Servicer shall 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 policy, laws regarding assumptions or a new policy meeting the requirements transfer of the Mortgaged Property to such Person. In no event shall the Trustee incur liability for executing any document under this Section is obtained. Any fee collected by a Servicer in respect 3.13 at the direction of an assumption or substitution of liability agreement will be retained by such Servicer as additional servicing compensationthe Servicer. 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 Scheduled 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. Each The Servicer shall notify the Trustee that any such substitution, modification substitution or assumption agreement has been completed and shall forward by forwarding to the Trustee (or at the executed direction of the Trustee, the 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, 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 Any fee collected by the terms of the Mortgage Note or any assumption which such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of 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-On. Sale" Sale Clauses; ----------------------------------- Assumption Agreements. Each --------------------- (a) Except as otherwise provided in this Section 3.12(a), when any property subject to a Mortgage has been conveyed by the Mortgagor, the Servicer willshall, to the extent that it has knowledge of such conveyance, enforce any conveyance or prospective conveyance of due- on-sale clause contained in 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 or Mortgage, to the Mortgage)extent permitted under applicable law and governmental regulations, exercise its rights but only to accelerate the maturity of extent that such Mortgage Loan enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. In the "event that the Servicer or the related Sub-Servicer is prohibited by law from enforcing any such due-on-sale" sale clause, or if anycoverage under any Required Insurance Policy would be adversely affected, applicable thereto; providedthe Servicer is authorized, howeversubject to Section 3.12(b), that no Servicer shall be required to take such action if, in its sole business judgment, such 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 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, such Servicer will 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 Servicer enters such agreement) by the applicable Required Insurance Policies. Each Servicer The Servicer, subject to Section 3.12(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such 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. Notwithstanding the foregoing, that no such substitution the Servicer shall not be effective unless such person satisfies deemed to be in default under this Section 3.12(a) by reason of any transfer or assumption which the underwriting criteria of such Servicer is restricted by law from preventing, for any reason whatsoever. (b) Subject to the Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.12(a) hereof, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, if an assumption is permitted under Section 3.12(a) and such substitution Person is in to enter into an assumption agreement or modification agreement or supplement to the best interest Mortgage Note or Mortgage held for the benefit of the Certificateholders and the Insurer 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 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 determined 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 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 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 balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (iii) any required consents of insurers under any Required Insurance Policies have been obtained and (iv) 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 or, if the Mortgage Loan provided that the amortization period on which the Monthly Payments were based was a longer period, such period has not been extended, (D) the interest 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 Servicer used the same underwriting standards in evaluating the creditworthiness of the purchaser/transferee as were used in making the original Mortgage Loan, and such release will not (based on the Servicer's good faith determination) adversely affect the collectibility of the Mortgage Loan. Upon receipt of such certificate, the Trustee for the benefit of the Certificateholders and the Insurer shall execute any necessary instruments for such assumption or substitution of liability. Upon the closing of the transactions contemplated by such Servicer. In connection with any assumptiondocuments, the Servicer shall cause the originals of the assumption agreement, the release (if any), or the modification or substitution, such 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. No Servicer shall take or enter into any assumption and modification agreement, however, unless (supplement to the extent practicable in Mortgage Note or Mortgage to be delivered to the circumstances) it shall have received confirmation, in writing, Trustee for the benefit of the continued effectiveness of any applicable hazard insurance policy, or a new policy meeting Certificateholders and the requirements of this Section is obtainedInsurer and deposited with the Trustee Mortgage File for such Mortgage Loan. Any fee collected by a the Servicer in respect of for entering into an assumption or substitution of liability agreement will be retained by such the Servicer as additional servicing compensation. In the event that the Servicer, in connection with any such assumptionassumption or modification agreement or supplement to the Mortgage Note, no material term is unable to deliver the certificate of the Mortgage Note (including but not limited Servicing Officer set forth above, the Servicer shall purchase, or cause the related Sub-Servicer to purchase the related Mortgage Rate Loan in the manner, and at the amount of the Scheduled Payment) may be amended or modifiedPurchase Price, except as otherwise required pursuant to the terms thereof. Each Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward to 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, a Servicer shall not be deemed to be set forth 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 such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement2.04 hereof.

Enforcement of Due-On. Sale" Sale Clauses; Assumption ---------------------------------------------- Agreements. Each ----------- (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 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" sale clause, or if anycoverage under any Required Insurance Policy would be adversely affected, applicable thereto; providedor if nonenforcement is otherwise permitted hereunder, howeverthe Master Servicer is authorized, that no Servicer shall be required subject to Section 3.11(b), to take such action if, in its sole business judgment, such 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 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, such Servicer will 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. Each Servicer The Master 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; provided, that no such substitution shall be effective unless such person satisfies the underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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. No Servicer shall 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 a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each The Master Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward by forwarding to the Co-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 . (b) Subject to the foregoing paragraph 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 to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or any other provision modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of this Agreementthe Trustee, a 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 not be deemed prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in defaultwriting, breach the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or any supplement to the Mortgage Note or Mortgage or other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law instruments as are reasonable or by necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any assumption which such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, applicable laws regarding assumptions or the term "assumption" is deemed to also include a sale (transfer of the Mortgaged PropertyProperty to such Person. In connection with any such assumption, no material term of the Mortgage Note (including, but not limited to, the Mortgage Rate, the amount of the Scheduled Payment, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Gross Margin, the Periodic Rate Cap, the Adjustment Date and any other term affecting the amount or timing of payment on the Mortgage Loan) subject may be changed. In addition, the substitute Mortgagor and the Mortgaged Property must be acceptable to the Master Servicer in accordance with its underwriting standards as then in effect. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage that is not accompanied File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by the Master Servicer for entering into an assumption or substitution of liability agreementagreement will be retained by the Master Servicer as additional servicing compensation.

Enforcement of Due-On. Sale" Clauses; Assumption Agreements. Each 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 "dueDue-on-saleSale" clause, if any, applicable thereto; provided, however, that no Servicer shall be required to take such action if, in its sole business judgment, such 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 a Servicer reasonably believes it is unable under applicable law to enforce such "dueDue-on-saleSale" clause or if any of the other conditions set forth in the proviso to the preceding sentence apply, such 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. Each 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 underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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. No Servicer shall 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 a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward to the Trustee (in its custodial capacity) or the applicable Custodian, as applicable, 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, 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 such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due-On. Sale" Sale Clauses; Assumption Agreements. Each 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" “due‑on‑sale” clause, if any, applicable thereto; provided, however, that no the Servicer shall not be required to take such action if, if in its sole business judgment, such judgment the Servicer believes it is that the collections and other recoveries in respect of such Mortgage Loans could reasonably be expected to be maximized if the Mortgage Loan were not in accelerated, and the best interests of the Trust Fund and Servicer shall not exercise any such rights if prohibited by law from doing so. If a the Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause “due‑on‑sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, such 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. Each The Servicer is may 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, provided that no such substitution shall be effective unless such person satisfies the underwriting criteria of such the Servicer and such substitution is in the best interest has a credit risk rating at least equal to that of the Certificateholders as determined by such Serviceroriginal Mortgagor. In connection with any assumption, modification or substitution, such 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. No The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in under 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 a the Servicer in respect of an assumption any assumption, modification or substitution of liability agreement will be retained by such 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 Scheduled Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each The Servicer shall notify the Trustee and the NIMS Insurer that any such substitution, modification or assumption agreement has been completed and shall forward by forwarding to the Trustee (with a copy to the NIMS Insurer) 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, a 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 such the Servicer may be restricted by law from preventing, for any reason whatsoeverwhatever. For purposes of this Section 3.143.15, the term "“assumption" ” is deemed to also include a sale (of the Mortgaged Property) Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due-On. Sale" Sale Clauses; Assumption Agreements. Each 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 any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, if anyin the reasonable belief of the Servicer, is not enforceable under applicable theretolaw; provided, howeverfurther, that no the Servicer shall be required not take any action in relation to take such action if, in its sole business judgment, such Servicer believes it is not in the best interests enforcement of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If a Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause that 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 Servicer (which expense shall constitute a Servicing Advance) delivered to the preceding sentence applyTrustee 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, such 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. Each 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. In addition to the foregoing, that no such substitution the Servicer shall not be effective unless such person satisfies the underwriting criteria of such Servicer and such substitution is required to enforce any "due-on-sale" clause if in the best interest reasonable judgment of the Certificateholders as determined by such Servicer. In connection , and consistent with any assumption, modification or substitution, such Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general accepted mortgage servicing activities practices, collections and as it applies to other mortgage loans owned solely by it. No Servicer shall 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 a Servicer recoveries in respect of an assumption or substitution of liability agreement will such Mortgage Loans would be retained by such Servicer as additional servicing compensation. In connection with any such assumption, no material term of maximized if the Mortgage Note (including but Loan were not limited accelerated. The Mortgage Loan, as assumed, shall conform in all respects to the related Mortgage Rate requirements, representations and the amount warranties of the Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereofthis Agreement. Each The Servicer shall notify the Trustee that any such substitution, modification assumption or assumption substitution agreement has been completed and shall forward by forwarding to 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, a 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 such the Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of 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. Each 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 "dueDue-on-saleSale" clause, if any, applicable thereto; provided, however, that no Servicer shall be required to take such action if, in its sole business judgment, such 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 a Servicer reasonably believes it is unable under applicable law to enforce such "dueDue-on-saleSale" clause or if any of the other conditions set forth in the proviso to the preceding sentence apply, such 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. Each 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 underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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. No Servicer shall 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 a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward to 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, 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 such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of 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. Each 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 "dueDue-on-saleSale" clause, if any, applicable thereto; provided, however, that no Servicer shall be required to take such action if, in its sole business judgment, such 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 a Servicer reasonably believes it is unable under applicable law to enforce such "dueDue-on-saleSale" clause or if any of the other conditions set forth in the proviso to the preceding sentence apply, such 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. Each 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 underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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. No Servicer shall 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 a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward to the Trustee or the applicable Custodian, as applicable, 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, 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 such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due-On. Sale" Sale Clauses; Assumption ---------------------------------------------- Agreements. Each 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 enforce any due-on-sale" clausesale provision contained in the related Mortgage Note or Mortgage, if anyto the extent permitted under the terms of the related Mortgage Note, applicable thereto; providedlaw and governmental regulations, however, that no Servicer shall be required to take unless such action ifprovision is not exercisable under applicable law or such exercise would result in loss of insurance coverage under any related insurance policy or, in its sole business the Servicer's judgment, such Servicer believes it exercise is not reasonably likely to result in legal action by the best interests Mortgagor, or such conveyance is in connection with a permitted assumption of the Trust Fund and shall not exercise any such rights if prohibited by law from doing sorelated Mortgage Loan pursuant to Section 3.12. 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 Subject to the preceding sentence applyforegoing, such 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 Loan will continue to be covered by any related primary mortgage insurance policy and the Mortgage Interest Rate with respect to such Mortgage Loan shall remain unchanged. Each The Servicer is also authorized authorized, with the prior approval of the primary mortgage insurer, if any, 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 underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders new Mortgagor as determined by such Servicerobligor thereon. In connection with any assumption, modification such assumption or substitution, such 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. No Servicer shall 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 a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each The Servicer shall notify the Trustee that any such substitution, modification assumption or assumption substitution agreement has been completed and shall forward by forwarding to 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, a 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 which the terms of the Mortgage Note or any assumption which such Servicer in good faith determines it may be restricted by law from preventing, for any reason whatsoever. For purposes , or if the exercise of this Section 3.14such 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" Sale Clauses; Assumption ----------------------------------------------- Agreements. Each ---------- (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 no the Servicer shall be is not required to take exercise such action if, 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 its sole business judgment, the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Servicer believes it Mortgage Note or Mortgage is not in otherwise required under such Mortgage Note or Mortgage as a condition to such transfer. If (i) the best interests of the Trust Fund and shall not exercise any such rights if Servicer is prohibited by law from doing so. If a 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 (iv) nonenforcement is otherwise permitted hereunder, the other conditions set forth in the proviso Servicer is authorized, subject to the preceding sentence applySection 3.13(b), such Servicer will 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. Each Servicer The 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. Notwithstanding the foregoing, that no such substitution shall be effective unless such person satisfies the underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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. No Servicer shall 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 policy, laws regarding assumptions or a new policy meeting the requirements transfer of the Mortgaged Property to such Person. In no event shall the Trustee incur liability for executing any document under this Section is obtained. Any fee collected by a Servicer in respect 3.13 at the direction of an assumption or substitution of liability agreement will be retained by such Servicer as additional servicing compensationthe Servicer. 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 Scheduled 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. Each The Servicer shall notify the Trustee that any such substitution, modification substitution or assumption agreement has been completed and shall forward by forwarding to the Trustee (or at the executed direction of the Trustee, the 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, 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 Any fee collected by the terms of the Mortgage Note or any assumption which such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of 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-On. Sale" Sale Clauses; Assumption Agreements. Each 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 no Servicer GMACM shall not be required to take such action if, if in its sole business judgment, such Servicer judgment GMACM 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 a Servicer GMACM reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, such 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. Each 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, provided that no such substitution shall be effective unless such person satisfies the current underwriting criteria of such Servicer and such substitution is in GMACM for a mortgage loan similar to the best interest of the Certificateholders as determined by such Servicerrelated Mortgage Loan. In connection with any assumption, modification or substitution, such 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. No 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, or a new policy meeting the requirements of this Section is obtained. Any fee collected by a Servicer GMACM in respect of an assumption assumption, modification or substitution of liability agreement will shall be retained by such 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 Scheduled Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each Servicer GMACM shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward by forwarding to 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, a 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 such Servicer GMACM may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.143.15, 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; Sale Clauses ---------------------------------- Assumption Agreements. Each --------------------- 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 no the Servicer shall not be required to take such action if, in its sole business judgment, such 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 a the Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause or if any of the other conditions set forth in the proviso to the preceding sentence apply, such 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. Each 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, provided that no such substitution shall be effective unless such person satisfies the underwriting criteria of such Servicer the Servicer, has a credit risk rating at least equal to that of the original Mortgagor and such substitution is in the best interest of the Certificateholders as determined by such the Servicer. In connection with any assumption, modification or substitution, such 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. No 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 a the Servicer in respect of an assumption or substitution of liability agreement will be retained by such the Servicer as additional servicing compensation. 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 the amount of the Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each The Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward by forwarding to 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, a 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 such the Servicer may be restricted by law from preventing, for any reason whatsoeverwhatever. For purposes of this Section 3.14, 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" Sale Clauses; Assumption ---------------------------------------------- Agreements. Each ----------- (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 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" sale clause, or if anycoverage under any Required Insurance Policy would be adversely affected, applicable thereto; providedor if nonenforcement is otherwise permitted hereunder, howeverthe Master Servicer is authorized, that no Servicer shall be required subject to Section 3.11(b), to take such action if, in its sole business judgment, such 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 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, such Servicer will 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. Each Servicer The Master 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; provided, that no such substitution shall be effective unless such person satisfies the underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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. No Servicer shall 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 a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each The Master Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward by forwarding to the Co-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 . (b) Subject to the foregoing paragraph 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 to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or any other provision modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of this Agreementthe Trustee, a 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 not be deemed prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in defaultwriting, breach the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or any supplement to the Mortgage Note or Mortgage or other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law instruments as are reasonable or by necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any assumption which such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, applicable laws regarding assumptions or the term "assumption" is deemed to also include a sale (transfer of the Mortgaged PropertyProperty to such Person. In connection with any such assumption, no material term of the Mortgage Note (including, but not limited to, the Mortgage Rate, the amount of the Scheduled Payment, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Gross Margin, the Initial Periodic Rate Cap, the Subsequent Periodic Rate Cap, the Adjustment Date and any other term affecting the amount or timing of payment on the Mortgage Loan) subject may be changed. In addition, the substitute Mortgagor and the Mortgaged Property must be acceptable to the Master Servicer in accordance with its underwriting standards as then in effect. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage that is not accompanied File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by the Master Servicer for entering into an assumption or substitution of liability agreementagreement will be retained by the Master Servicer as additional servicing compensation.

Enforcement of Due-On. Sale" Sale Clauses; Assumption Agreements. Each 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 any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, if anyin the reasonable belief of the Servicer, is not enforceable under applicable theretolaw; provided, howeverfurther, that no the Servicer shall be required not take any action in relation to take such action if, in its sole business judgment, such Servicer believes it is not in the best interests enforcement of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If a Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause that 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 Servicer (which expense shall constitute a Servicing Advance) delivered to the preceding sentence applyTrustee 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, such 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. Each 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. In addition to the foregoing, that no the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such substitution property shall be effective unless such person satisfies conveyed and releasing the underwriting criteria of such Servicer and such substitution is original Mortgagor from liability would be in the best interest interests of the Certificateholders Certificateholders. The Mortgage Loan, as determined by such Servicer. In connection with any assumptionassumed, modification or substitution, such Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual conform in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. No Servicer shall take or enter into any assumption and modification agreement, however, unless (all respects to the extent practicable in the circumstances) it shall have received confirmationrequirements, in writing, of the continued effectiveness of any applicable hazard insurance policy, or a new policy meeting the requirements representations and warranties of this Section is obtainedAgreement. Any fee collected by a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each The Servicer shall notify the Trustee that any such substitution, modification assumption or assumption substitution agreement has been completed and shall forward by forwarding to 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, a 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 such the Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Enforcement of Due-On. Sale" Sale Clauses; Assumption Agreements. Each . (a) Except as otherwise provided in this Section 3.11, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Servicer willshall to the extent that it has knowledge of the conveyance and in accordance with the Servicing Standard, 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 enforcement will not adversely affect or jeopardize coverage under any conveyance or prospective conveyance of any Required Insurance Policy. Notwithstanding the foregoing, the Servicer is not required to exercise these 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 be conveyed satisfies the conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such or Mortgage Loan is not otherwise so required under the "Mortgage Note or Mortgage as a condition to the transfer. If (i) the Servicer is prohibited by law from enforcing any due-on-sale" sale clause, if any(ii) coverage under any Required Insurance Policy would be adversely affected, applicable thereto; provided, however, that no Servicer shall be required to take such action if, in its sole business judgment, such Servicer believes it is (iii) the Mortgage Note does not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If include a Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause sale clause, or if any of (iv) nonenforcement is otherwise permitted hereunder, the other conditions set forth in the proviso Servicer is authorized, subject to the preceding sentence applySection 3.11(b), such Servicer will to take or enter into an assumption and modification agreement from or with the person to whom such the property has been conveyed or is proposed about to be conveyed, pursuant to which such the person becomes liable under the Mortgage Note and, to the extent permitted unless prohibited by applicable state law, the Mortgagor remains liable thereon. Each The Mortgage Loan must continue to be covered (if so covered before the Servicer enters into the agreement) by the applicable Required Insurance Policies. The 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 personthe Person, pursuant to which the original Mortgagor is released from liability and such person the Person is substituted as the Mortgagor and becomes liable under und▇▇ ▇▇▇ ▇▇rtgage Note. Notwithstanding the Mortgage Note; providedforegoing, that no such substitution shall be effective unless such person satisfies the underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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 3.11 because of any transfer or assumption that 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. No Servicer shall 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 3.11(a), in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and the circumstances) it Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Servicer shall have received confirmationprepare and deliver to the Trustee for signature and shall direct the Trustee, in writing, to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed, and the modification agreement or supplement to the Mortgage Note or Mortgage or other instruments appropriate to carry out the terms of the continued effectiveness of Mortgage Note or Mortgage or otherwise to comply with any applicable hazard insurance policy, laws regarding assumptions or a new policy meeting the requirements transfer of this Section is obtained. Any fee collected by a Servicer in respect of an assumption or substitution of liability agreement will be retained by such Servicer as additional servicing compensationthe Mortgaged Property to the 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 Scheduled Payment) may be amended Servicer in accordance with its underwriting standards as then in effect. Together with each 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 in connection with such Officer's Certificate. Each The Servicer shall notify the Trustee that any such substitution, modification substitution or assumption agreement has been completed and shall forward by forwarding to the Trustee the executed original of such the 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 the 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, 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 File. The Servicer will retain any assumption which such Servicer may be restricted fee collected by law from preventing, it for any reason whatsoever. For purposes of this Section 3.14, 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 as additional servicing compensation.

Enforcement of Due-On. Sale" Sale Clauses; Assumption Agreements. Each Servicer will, ; Subordinate Financing. (a) As 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 each Mortgage Loan under which 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 of a controlling interest in the related Mortgagor; or (ii) provides that such Mortgage Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, applicable theretothen, for so long as such Mortgage Loan is included in the Trust Fund, each of the Master Servicer and the Special Servicer shall, on behalf of the Trustee as the mortgagee of record, as to those Mortgage Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold its consent to any such sale or other transfer, in a manner consistent with the Servicing Standard, but subject to Section 3.20(a)(iii); provided that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" clause, other than, to the extent any such Mortgage Loans are recourse, in connection with transfers and assumptions under the Mortgage Loans in which the obligations of the original recourse parties (including any guarantors) of the Mortgage Loans are not changed, such as transfers to inter vivos trusts for tax or estate planning purposes, unless it first (1) shall have provided, howeverat least five Business Days prior to the granting of such waiver or consent, to the Directing Certificateholder and, in the case of the Master Servicer, to the Special Servicer, written notice of the matter, and a written explanation of the surrounding circumstances and a request for approval of the assumption by the Directing Certificateholder or Special Servicer, as the case may be, (2) upon request made within such five Business Day-period, shall have discussed the matter with the Directing Certificateholder and/or, in the case of the Master Servicer, with the Special Servicer, and (3) if the then-outstanding principal balance of the subject Mortgage Loan (together with the then-outstanding aggregate principal balance of all other Mortgage Loans to the same Mortgagor or to other Mortgagors that no are, to the Master Servicer's or Special Servicer's, as applicable, actual knowledge, Affiliates of the Mortgagor under the subject Mortgage Loan) is $20,000,000 or more, or 2% or more of the then current principal balance of the Mortgage Pool shall have obtained written confirmation from each Rating Agency that such action shall not result in a qualification (if applicable), downgrade or withdrawal of the rating then assigned by such Rating Agency to any Class of Certificates; and provided, further, that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall be required to take such action ifwaive any right it has, in its sole business judgment, such Servicer believes or grant any consent it is not in the best interests of the Trust Fund and shall not exercise otherwise entitled to withhold, under any such rights if prohibited by law from doing so. If a Servicer reasonably believes it is unable under applicable law to enforce such related "due-on-sale" clause governing the transfer of any Mortgaged Property which secures, or if controlling interests in any Mortgagor under, a Group of Cross-Collateralized Mortgage Loans unless all of the other conditions set forth Mortgaged Properties securing, or a controlling interest in all the proviso Mortgagors (if more than one) under, such Group of Cross-Collateralized Mortgage Loans are transferred simultaneously to the preceding sentence applysame transferee. In the event that the Master Servicer or Special Servicer intends or is required, such Servicer will enter into an assumption and modification agreement from or in accordance with the person to whom such property has been conveyed or is proposed to be conveyedpreceding sentence, pursuant to which such person becomes liable under the Mortgage Note andLoan documents or applicable law, to permit the extent permitted by applicable state lawtransfer of any Mortgaged Property, the Mortgagor remains liable thereon. Each Master Servicer is also authorized to or the Special Servicer, as the case may be, may, if consistent with the Servicing Standard, enter into a substitution of liability agreement with such personagreement, pursuant to which the original Mortgagor is and any original guarantors are released from liability liability, and such person is the transferee and any new guarantors are substituted as the Mortgagor therefor and becomes become liable under the Mortgage Note; providedNote and any related guaranties and, that no such substitution shall be effective unless such person satisfies in connection therewith, may require from the underwriting criteria of such Servicer related Mortgagor a reasonable and such substitution is in customary fee for the best interest of the Certificateholders as determined additional services performed by such Servicer. In connection it, together with reimbursement for any assumption, modification or substitution, such Servicer shall apply such underwriting standards related costs 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 expenses incurred by it. No The Master Servicer or the Special Servicer, as the case may be, shall take or enter into promptly notify the Trustee in writing of any assumption such agreement and modification agreement, however, unless (forward the original thereof to the extent practicable Trustee for inclusion 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 a Servicer in respect of an assumption or substitution of liability agreement will be retained by such 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 File. (b) As to each 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 (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property; then, for so long as such Mortgage Loan is included in the Trust Fund, each of the Master Servicer and the amount Special Servicer shall on behalf of the Scheduled PaymentTrustee as the mortgagee of record, as to those Mortgage Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may be amended have with respect to such Mortgage Loan (x) to accelerate the payments thereon, or modified, except as otherwise required pursuant (y) to withhold its consent to the terms thereof. Each creation of any such additional lien or other encumbrance, in a manner consistent with the Servicing Standard, but subject to Section 3.20(a)(iii); provided that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall notify the Trustee that waive any such substitutionright it has, modification or assumption agreement has been completed and grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance" clause unless it (1) shall forward have provided, at least ten (10) Business Days prior to the Trustee the executed original granting of such substitution waiver or assumption agreementconsent, which document shall be added to the related Mortgage File and shallDirecting Certificateholder and, for all purposesin the case of the Master Servicer, be considered a part of such Mortgage File to the same extent Special Servicer written notice of the matter and a written explanation of the surrounding circumstances and a request for approval of a waiver of the due-on-encumbrance clause by the Directing Certificateholder or Special Servicer, as all other documents the case may be, and instruments constituting (2) upon request made within such ten (10) Business Day period, shall have discussed the matter with the Directing Certificateholder and/or, in the case of the Master Servicer, with the Special Servicer, and (3) in the case of the Master Servicer, shall have obtained the prior written approval of the Special Servicer of a part thereof. Notwithstanding waiver of the foregoing paragraph or any other provision of this Agreementdue-on-encumbrance clause; and provided, a further, that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance" clause, until it has received written confirmation from each Rating Agency that such action would not be deemed result in the downgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to be any Class of Certificates. (c) Nothing in defaultthis Section 3.08 shall constitute a waiver of the Trustee's right, breach or any other violation as the mortgagee of its obligations hereunder by reason record, to receive notice of any assumption of a Mortgage Loan by operation Loan, any sale or other transfer of law the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect to such Mortgaged Property. (d) With respect to a request to the Special Servicer from the Master Servicer for approval for the assumption or waiver of a due-on-encumbrance clause of a Mortgage Loan, the Special Servicer shall notify the Master Servicer of its decision within ten (10) Business Days of receiving notice (and all supporting documentation reasonably required by the terms Special Servicer for its analysis) from the Master Servicer of the Mortgage Note or any assumption which such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, Master Servicer's decision to approve 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" Sale Clauses; ----------------------------------- Assumption Agreements. Each --------------------- (a) Except as otherwise provided in this Section 3.12(a), when any property subject to a Mortgage has been conveyed by the Mortgagor, the Servicer willshall, to the extent that it has knowledge of such conveyance, enforce any conveyance or prospective conveyance of due- on-sale clause contained in 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 or Mortgage, to the Mortgage)extent permitted under applicable law and governmental regulations, exercise its rights but only to accelerate the maturity of extent that such Mortgage Loan enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. In the "event that the Servicer or the related Sub-Servicer is prohibited by law from enforcing any such due-on-sale" sale clause, or if anycoverage under any Required Insurance Policy would be adversely affected, applicable thereto; providedthe Servicer is authorized, howeversubject to Section 3.12(b), that no Servicer shall be required to take such action if, in its sole business judgment, such 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 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, such Servicer will 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 Servicer enters such agreement) by the applicable Required Insurance Policies. Each Servicer The Servicer, subject to Section 3.12(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such 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. Notwithstanding the foregoing, that no such substitution the Servicer shall not be effective unless such person satisfies deemed to be in default under this Section 3.12(a) by reason of any transfer or assumption which the underwriting criteria of such Servicer is restricted by law from preventing, for any reason whatsoever. (b) Subject to the Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.12(a) hereof, in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, if an assumption is permitted under Section 3.12(a) and such substitution Person is in to enter into an assumption agreement or modification agreement or supplement to the best interest Mortgage Note or Mortgage held for the benefit of the Certificateholders and the Certificate Insurer 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 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 determined 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 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 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 balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (iii) any required consents of insurers under any Required Insurance Policies have been obtained and (iv) 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 or, if the Mortgage Loan provided that the amortization period on which the Monthly Payments were based was a longer period, such period has not been extended, (D) the interest 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 Servicer used the same underwriting standards in evaluating the creditworthiness of the purchaser/transferee as were used in making the original Mortgage Loan, and such release will not (based on the Servicer's good faith determination) adversely affect the collectibility of the Mortgage Loan. Upon receipt of such certificate, the Trustee for the benefit of the Certificateholders and the Certificate Insurer shall execute any necessary instruments for such assumption or substitution of liability. Upon the closing of the transactions contemplated by such Servicer. In connection with any assumptiondocuments, the Servicer shall cause the originals of the assumption agreement, the release (if any), or the modification or substitution, such 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. No Servicer shall take or enter into any assumption and modification agreement, however, unless (supplement to the extent practicable in Mortgage Note or Mortgage to be delivered to the circumstances) it shall have received confirmation, in writing, Trustee for the benefit of the continued effectiveness of any applicable hazard insurance policy, or a new policy meeting Certificateholders and the requirements of this Section is obtainedCertificate Insurer and deposited with the Trustee Mortgage File for such Mortgage Loan. Any fee collected by a the Servicer in respect of for entering into an assumption or substitution of liability agreement will be retained by such the Servicer as additional servicing compensation. In the event that the Servicer, in connection with any such assumptionassumption or modification agreement or supplement to the Mortgage Note, no material term is unable to deliver the certificate of the Mortgage Note (including but not limited Servicing Officer set forth above, the Servicer shall purchase, or cause the related Sub-Servicer to purchase the related Mortgage Rate Loan in the manner, and at the amount of the Scheduled Payment) may be amended or modifiedPurchase Price, except as otherwise required pursuant to the terms thereof. Each Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward to 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, a Servicer shall not be deemed to be set forth 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 such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement2.04 hereof.

Enforcement of Due-On. Sale" Sale Clauses; , Assumption Agreements. Each (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 no the Servicer shall be required to take such action if, in its sole business judgment, such 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. 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 a the Servicer reasonably believes it is unable under applicable law to enforce prohibited from enforcing such "due-on-sale" clause or if any of clause, then the other conditions set forth in the proviso to the preceding sentence apply, such 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. Each (For purposes of this Section 6.01, 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 the Servicer receives a request for any Mortgage Loan 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 this Section 6.01(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 underwriting criteria of such Servicer and such substitution is in the best interest of the Certificateholders as determined by such Servicer. In connection with any assumption, modification or substitution, such 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. No Servicer shall 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 a Servicer in respect of an assumption or such substitution of liability agreement will shall be retained by such 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 Scheduled Payment) may Monthly Payment or the final maturity date be amended or modified, except as otherwise required pursuant to the terms thereofchanged. Each The Servicer shall notify the Trustee Owner that any such substitution, modification substitution of liability or assumption agreement has been completed and shall forward by forwarding to the Trustee Owner the executed original of any such substitution of liability or assumption agreement, which document shall be added to the related Owner's Mortgage File and shall, for all purposes, be considered a part of such Owner'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, 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 Any fee collected by the terms of the Mortgage Note or any assumption which such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of 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 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" Sale Clauses; Assumption Agreements. Each Servicer will, ; Subordinate Financing. (a) As 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 each Mortgage Loan under which 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 of a controlling interest in the related Mortgagor; or (ii) provides that such Mortgage Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, applicable theretothen, for so long as such Mortgage Loan is included in the Trust Fund, each of the Master Servicer and the Special Servicer shall, on behalf of the Trustee as the mortgagee of record, as to those Mortgage Loans it is obligated to service hereunder, exercise (or waive its right to exercise) any right it may have with respect to such Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold its consent to any such sale or other transfer, in a manner consistent with the Servicing Standard, but subject to Section 3.20(a)(iii); providedprovided that, howevernotwithstanding anything to the contrary contained herein, that no neither the Master Servicer nor the Special Servicer shall be required to take such action ifwaive any right it has, in its sole business judgment, such Servicer believes or grant any consent it is not in the best interests of the Trust Fund and shall not exercise otherwise entitled to withhold, under any such rights if prohibited by law from doing so. If a Servicer reasonably believes it is unable under applicable law to enforce such related "due-on-sale" clause or if any of the other conditions set forth in the proviso unless it first (1) shall have provided, at least five Business Days prior to the preceding sentence apply, granting of such Servicer will enter into an assumption and modification agreement from waiver 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 andconsent, to the extent permitted Directing Certificateholder and, in the case of the Master Servicer, to the Special Servicer written notice of the matter and a written explanation of the surrounding circumstances, (2) upon request made within such five Business Day-period, shall have discussed the matter with the Directing Certificateholder and/or, in the case of the Master Servicer, with the Special Servicer and (3) if the then-outstanding principal balance of the subject Mortgage Loan (together with the then-outstanding aggregate principal balance of all other Mortgage Loans to the same Mortgagor or to other Mortgagors that are, to the Master Servicer's or Special Servicer's, as applicable, actual knowledge, Affiliates of the Mortgagor under the subject Mortgage Loan) or any group of Cross-Collateralized Mortgage Loans is more than 2% of the then-outstanding aggregate principal balance of the Mortgage Pool, shall have obtained written confirmation from each Rating Agency that such action shall not result in a qualification, downgrade or withdrawal, as applicable, of the rating then assigned by such Rating Agency to any Class of Certificates subject to Section 3.26(h); and provided, further, that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" clause governing the transfer of any Mortgaged Property which secures, or controlling interests in any Mortgagor under, a Group of Cross-Collateralized Mortgage Loans unless all of the Mortgaged Properties securing, or a controlling interest in all the Mortgagors (if more than one) under, such Group of Cross-Collateralized Mortgage Loans are transferred simultaneously to the same transferee. In the event that the Master Servicer or Special Servicer intends or is required, in accordance with the preceding sentence, the Mortgage Loan documents or applicable state law, to permit the Mortgagor remains liable thereon. Each transfer of any Mortgaged Property, the Master Servicer is also authorized to or the Special Servicer, as the case may be, may, if consistent with the Servicing Standard, enter into a substitution of liability agreement with such personagreement, pursuant to which the original Mortgagor is and any original guarantors are released from liability liability, and such person is the transferee and any new guarantors are substituted as the Mortgagor therefor and becomes become liable under the Mortgage Note; providedNote and any related guaranties and, that no such substitution shall be effective unless such person satisfies in connection therewith, may require from the underwriting criteria of such Servicer related Mortgagor a reasonable and such substitution is in customary fee for the best interest of the Certificateholders as determined additional services performed by such Servicer. In connection it, together with reimbursement for any assumption, modification or substitution, such Servicer shall apply such underwriting standards related costs 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 expenses incurred by it. No The Master Servicer or the Special Servicer, as the case may be, shall promptly notify the Trustee in writing of any such agreement and forward the original thereof to the Trustee for inclusion in the related Mortgage File. (b) As to each 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 (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property; then, for so long as such Mortgage Loan is included in the Trust Fund, each of the Master Servicer and the Special Servicer shall take on behalf of the Trustee as the mortgagee of record, as to those Mortgage Loans it is obligated to service hereunder, exercise (or enter into waive its right to exercise) any assumption and modification agreementright it may have with respect to such Mortgage Loan (x) to accelerate the payments thereon, however, unless or (y) to withhold its consent to the extent practicable creation of any such additional lien or other encumbrance, in a manner consistent with the Servicing Standard, but subject to Section 3.20(a)(iii); provided that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance" clause unless it first (1) shall have provided, at least five Business Days prior to the granting of such waiver or consent, to the Directing Certificateholder and, in the case of the Master Servicer, to the Special Servicer written notice of the matter and a written explanation of the surrounding circumstances, and (2) it upon request made within such five Business Day-period, shall have received confirmationdiscussed the matter with the Directing Certificateholder and/or, in writingthe case of the Master Servicer, with the Special Servicer; and provided, further, that, notwithstanding anything to the contrary contained herein, neither the Master Servicer nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance" clause until it has received written confirmation from each Rating Agency that such action would not result in the qualification, downgrade or withdrawal, as applicable, of the continued effectiveness rating then assigned by such Rating Agency to any Class of any applicable hazard insurance policy, or a new policy meeting the requirements of Certificates subject to Section 3.26(h). (c) Nothing in this Section is obtained. Any fee collected by 3.08 shall constitute a Servicer in respect of an assumption or substitution of liability agreement will be retained by such Servicer as additional servicing compensation. In connection with any such assumption, no material term waiver of the Mortgage Note (including but not limited Trustee's right, as the mortgagee of record, to the related Mortgage Rate and the amount of the Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. Each Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed and shall forward to 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, a Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason receive notice of any assumption of a Mortgage Loan by operation of law Loan, any sale or by the terms other transfer of the Mortgage Note related Mortgaged Property or the creation of any assumption which additional lien or other encumbrance with respect to such Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.