Common use of Enforcement of Due Clause in Contracts

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. ; Certain Assignments. (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth belowor Subservicer, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under shall enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to Notwithstanding the foregoing, : (i) the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.13(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the 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 is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as REMICs under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or junior lien of the same priority in relation to any senior mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any reason whatsoeveralteration or demolition of the related Mortgaged Property without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that each REMIC created hereunder would continue to qualify as a REMIC under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the Startup Date would be imposed on any REMIC created hereunder as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit N, in form and substance satisfactory to the Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. Onon-Sale and Due-on-Encumbrance Clauses; Assumption Agreements. When a Mortgaged Property has been or is about ; Other Provisions (i) As to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related each Mortgage Loan under any "due-on-sale" clause contained which contains a provision in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the nature of a "due-on-sale" clause, which by its terms: (A) provides that such Mortgage Loan shall (or may at the mortgagee's option) become due and payable upon (i) the full or partial sale or other transfer of an interest in the reasonable belief related Mortgaged Property or (ii) a sale or transfer of direct or indirect ownership interests in the related Mortgagor; or (B) provides that such Mortgage Loan may not be assumed without the consent of the Servicermortgagee in connection with any such sale or other transfer; or (C) provides that such Mortgage Loan or direct or indirect ownership interests in the related Mortgagor (other than ownership interests in a Mortgagor with respect to a Co-op Mortgage Loan) may be assumed or transferred without the consent of the mortgagee provided certain conditions set forth in the Mortgage Loan documents are satisfied; the applicable Master Servicer shall forward to the applicable Special Servicer any request for a waiver thereof, and the NCB Master Servicer (with respect to any NCB, FSB Loan) or the General Special Servicer (with respect to all Mortgage Loans other than Co-op Mortgage Loans) shall, if and to the extent necessary, enforce such due-on-sale clause. For the avoidance of doubt, the applicable Master Servicer may not waive any due-on-sale clause in, or consent to the assumption of, any Mortgage Loan, or make any determination with respect to any Mortgage Loan, which by its terms permits transfer or assumption without lender consent provided certain conditions are satisfied, that such conditions have been satisfied. The applicable Special Servicer shall enforce such due-on-sale clause unless the General Special Servicer (in all cases other than with respect to a Co-op Mortgage Loan) and the Co-op Special Servicer (with respect to Co-op Mortgage Loans) determines, in accordance with the Servicing Standard, that (1) not declaring an Event of Default (as defined in the related Mortgage Loan documents) or (2) granting such consent, as applicable, would be likely to result in a greater recovery (or an equal recovery, provided the other conditions for an assumption or waiver of a due-on-sale clause are met), on a present value basis (discounting at the related Mortgage Rate), than would enforcement of such clause or the failure to grant such consent. If the applicable Special Servicer determines that (1) not declaring an Event of Default (as defined in the related Mortgage Loan documents) or (2) granting such consent, as applicable, would be likely to result in a greater recovery (or an equal recovery, provided that the other conditions for an assumption or waiver of a due-on-sale clause are met), the NCB Master Servicer (with respect to any NCB, FSB Loan) and the General Special Servicer (in all other cases) shall take or enter into an assumption agreement from or with the proposed transferee as obligor thereon, provided that (x) the credit status of the prospective transferee is not enforceable in compliance with the Servicing Standard and the terms of the related Mortgage Loan documents and (y) with respect to any Mortgage Loan which is a Significant Mortgage Loan, the applicable Special Servicer shall have received Rating Agency Confirmation that such assumption would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then-current ratings assigned to the Certificates. To the extent permitted by the related Mortgage Loan documents, the NCB Master Servicer (with respect to any NCB, FSB Loan) and the General Special Servicer (in all other cases) shall use reasonable efforts to cause the related Mortgagor to pay the costs of such Rating Agency Confirmation, otherwise, such costs shall be a Trust expense. (ii) Notwithstanding the provisions of any Mortgage Loan, foreclosure by the holder of a mezzanine loan on any collateral securing a mezzanine loan to an affiliate of the related Mortgagor shall not, for purposes of this Agreement, be deemed to be a violation of the due-on-sale clause of the related Mortgage Loan documents or of clause (i) of this Section 14.1(a) so long as the foreclosing party is a Permitted Mezzanine Loan Holder, and other material requirements of the related intercreditor agreement are satisfied. (iii) None of the Master Servicers or the Special Servicers shall (x) consent to the foreclosure of any mezzanine loan other than by a Permitted Mezzanine Loan Holder or (y) consent to the transfer of any mezzanine loan except to a Permitted Mezzanine Loan Holder, except, in each case, as otherwise provided in Section 14.1(a)(i). Neither the consent of the applicable Master Servicer nor the consent of the applicable Special Servicer shall be required for the foreclosure by a Permitted Mezzanine Loan Holder if an event of default has been declared under applicable lawthe related Mortgage Loan(s) (and each Rating Agency has been notified of such event of default), except as set forth in any related intercreditor agreement. In no event shall the holder of a mezzanine loan be required to pay any assumption fee, modification fee or other service charge in connection with any foreclosure upon any collateral securing such mezzanine loan, transfer of ownership of the related Mortgaged Property to such holder of such mezzanine loan and/or assumption of the related Mortgage Loan; provided, furtherthat such holder of such mezzanine loan may be required to reimburse the applicable Master Servicer or Special Servicer for any costs or expenses incurred by it in connection with such foreclosure, transfer and/or assumption. Nothing herein shall prevent a holder of a mezzanine loan from appointing a receiver or trustee with respect to any collateral securing such mezzanine loan, foreclosing upon any reserves, escrow accounts or cash collateral accounts pledged under the related mezzanine loan (provided none of such accounts have been pledged under the related Mortgage Loan) or otherwise taking an assignment of any cash flows from any collateral securing such mezzanine loan. (iv) Notwithstanding anything herein to the contrary, the applicable Master Servicer shall approve and close, without the consent of the applicable Special Servicer or the Operating Adviser, all transfers of tenant-in-common ownership interests contemplated by and in accordance with the related Mortgage Loan documents for any non-Specially Serviced Mortgage Loan. Upon completion of any such transfer, the applicable Master Servicer shall promptly (i) provide notice thereof to the applicable Special Servicer and (ii) advise the applicable Special Servicer as to total number of transfers with respect to such non-Specially Serviced Mortgage Loan that the applicable Master Servicer shall not take has approved and closed as of such date and the expiration date (if any) by which any action in relation such transfer(s) must occur pursuant to the enforcement related Mortgage Loan documents. (i) As to each Mortgage Loan which contains a provision in the nature of any a "due-on-saleencumbrance" clause clause, which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel by its terms: (A) provides that such Mortgage Loan shall (or, at the expense mortgagee's option, may) become due and payable upon (x) the creation of any additional lien or other encumbrance on the related Mortgaged Property or (y) an encumbrance, pledge or hypothecation of direct or indirect ownership interests in the related Mortgagor or its owners (including any incurrence of mezzanine financing secured by ownership interests in the related Mortgagor or its owners or the creation of preferred equity in the related Mortgagor or its owners); or (B) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property or direct or indirect ownership interests in the related Mortgagor (other than additional liens or encumbrances of shares and proprietary leases of tenant-shareholders with respect to Co-op Mortgage Loans); or (C) provides that such Mortgaged Property or direct or indirect ownership interests in the related Mortgagor (other than encumbrances of shares and proprietary leases of tenant-shareholders with respect to Co-op Mortgage Loans) may be further encumbered without the consent of the mortgagee provided certain conditions set forth in the Mortgage Loan documents are satisfied; (A) with respect to any Mortgage Loan which (i) is a Significant Mortgage Loan or represents 2% or more of the aggregate outstanding principal balances of all of the Mortgage Loans in the Trust or (ii) by itself, or as part of a Cross-Collateralized Loan group or group of Mortgage Loans with affiliated Mortgagors has (a) a Loan-to-Value Ratio equal to or greater than 85% or (b) a Debt Service Coverage Ratio equal to or less than 1.2x (in each case, treating the existing debt on the subject Mortgaged Property and the proposed additional debt as if such total debt were a single Mortgage Loan), receives from S&P and (B) with respect to any Mortgage Loan that is one of the ten largest Mortgage Loans by Stated Principal Balance of all Mortgage Loans at such time (treating any group of Cross-Collateralized Mortgage Loans or any group of Mortgage Loans with affiliated Mortgagors as a single Mortgage Loan), receives from Fitch, prior Rating Agency Confirmation that (1) not declaring an event of default under such Mortgage Loan or (2) granting such consent, as applicable, would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then-current ratings assigned to the Certificates. To the extent permitted by the related Mortgage Loan documents, the NCB Master Servicer (with respect to any NCB, FSB Loans) or the General Special Servicer (with respect to any other Mortgage Loan) shall use reasonable efforts to cause the Mortgagor to pay the costs associated with such Rating Agency Confirmation, otherwise, such costs shall be a Trust expense. If the applicable Special Servicer, in accordance with the Servicing Standard, determines with respect to any Mortgage Loan, which by its terms permits transfer, assumption or further encumbrance without lender consent provided certain conditions are satisfied, that such conditions have not been satisfied, then the expense shall constitute applicable Master Servicer will use reasonable efforts to not permit the transfer, assumption or further encumbrance with respect to such Mortgage Loan. (ii) Notwithstanding the foregoing provisions, and regardless of whether a particular Co-op Mortgage Loan contains specific provisions regarding the incurrence of subordinate debt, or prohibits the incurrence of subordinate debt, or requires the consent of the mortgagee in order to incur subordinate debt, the NCB Master Servicer may, nevertheless, in accordance with the Servicing Advance) delivered Standard, without the need to obtain any consent hereunder (and without the need to obtain a Rating Agency Confirmation), permit the related Mortgagor to incur subordinate debt if the NCB, FSB Subordinate Debt Conditions have been met (as certified in writing to the Trustee and the Depositor shall conclusively establish Operating Adviser by the reasonableness NCB Master Servicer no later than five Business Days prior to the making of the Servicer's belief that subject subordinate loan without right of reimbursement from the Trust) which certification shall include notice of the circumstances of the waiver, including information necessary for the Operating Adviser to determine whether the NCB, FSB Subordinate Debt Conditions have been satisfied); provided that, the NCB Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-saleencumbrance" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyedany Co-op Mortgage Loan, pursuant to which such Person becomes liable under the Mortgage Note andthis paragraph, unless prohibited in any such case, all associated costs and expenses are covered without any expense to the Trust. (c) Any approval required to be obtained by the applicable law Master Servicer from the applicable Special Servicer for any action taken by the applicable Master Servicer pursuant to this Section 14.1 with respect to a non-Specially Serviced Mortgage Loan (the giving of which approval shall be subject to the Servicing Standard and Section 8.19) shall be deemed given if not denied in writing within fifteen (15) Business Days (or, in the case of an assumption transaction, 15 days) after receipt by the applicable Special Servicer of the applicable Master Servicer's written recommendation and analysis and any additional information requested by the applicable Special Servicer or the MortgageOperating Adviser, the Mortgagor remains liable thereonas applicable. If any such action taken by the foregoing is not permitted under applicable law, the Master Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which this Section 14.1 requires the original Mortgagor is released from liability and approval of the Operating Adviser, then such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoingapproval shall be deemed given if not denied in writing within fifteen (15) Business Days (or, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment case of an assumption transaction, 15 days), which 15-Business Day (or 15 day, as applicable) period shall coincide with the applicable Special Servicer's 15-Business Day (or 15 day, as applicable) period to object set forth in the preceding sentence. Nothing in this Section 14.1 shall constitute a waiver of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage LoanTrustee's right, as assumedthe mortgagee of record, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect to such Mortgaged Property. (d) Except as otherwise permitted by Section 14.2, the applicable Special Servicer shall not agree to modify, waive or amend any payment term of any Mortgage Loan in connection with the taking of, or the failure to take, any action pursuant to this Section 14.1. (e) With respect to any Mortgage Loan that permits the related Mortgagor to incur subordinate indebtedness secured by operation the related Mortgaged Property (except for Co-op Mortgage Loans as to which the NCB Subordinate Debt Conditions are satisfied), the applicable Master Servicer or the applicable Special Servicer, as applicable, shall enforce the rights of law the lender, if any, under the related Mortgage Loan documents to require such Mortgagor to require the lender of such subordinate indebtedness to enter into a subordination and standstill agreement with the Trust. (f) With respect to any Mortgage Loan, subject to the related Mortgage Loan documents, neither the applicable Master Servicer nor the applicable Special Servicer shall permit the related Mortgagor to substitute any real property, any rights with respect to real property, or any assumption other real property interest whatsoever for the Mortgaged Property securing such Mortgage Loan as of the Closing Date without receipt of an Opinion of Counsel, at the expense of the Mortgagor, to the effect that the substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" as defined under Section 860G(a)(3) of the Code while such Mortgage Loan is owned by any REMIC Pool. (g) The General Special Servicer acknowledges that the General Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicers of the SunTrust Loans and with respect to Post-Closing Requests (as defined in the applicable Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreements classify certain Post-Closing Requests as Category 1 Requests (as defined in the Primary Servicing Agreements), and grant the related Primary Servicers certain authority to evaluate and process such requests in accordance with this Agreement, the applicable Primary Servicing Agreement and the applicable Mortgage Loan documents. (h) In addition, the Special Servicers acknowledge that, pursuant to the Sub-Servicing Agreement, the General Master Servicer has delegated certain tasks, rights and obligations with respect to the Natixis Loans to the Natixis Sub-Servicers, in its capacity as Primary Servicer. (i) With respect to the Mortgage Loan designated on the Mortgage Loan Schedule as Plymouth Road Technical Center that permits the related Mortgagor to incur subordinate indebtedness, as to which the mortgagee has the right to give or withhold consent to such subordinate indebtedness pursuant to the related Mortgage Loan documents, the General Special Servicer may be restricted by law shall not give such consent unless it has first received written confirmation from preventing, for any reason whatsoever.each Rating Agency that such consent will not result in the

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law, but such Opinion of Counsel shall not be required. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee and the NIMs Insurer that any such assumption or substitution agreement has been completed by forwarding to the Trustee (with a copy to the NIMs Insurer) the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, no material term of the Monthly Payment on the related Mortgage Loan shall Note (including, but not be changed but shall remain as in effect immediately prior to the assumption or substitutionlimited to, the stated maturity or outstanding principal Mortgage Rate, the amount of such Mortgage Loan Scheduled Payment, the Maximum Rate, the Minimum Rate, the Gross Margin, the Periodic Rate Cap, the Adjustment Date, a Prepayment Charge or any other term affecting the amount or timing of payment) shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. On-Sale Clauses; Assumption AgreementsAgreements in Respect of Group 2 Mortgage Loans. (a) If any Group 2 Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, which, by its terms: (i) provides that such Group 2 Mortgage Loan shall (or may at the related mortgagee's option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property, or (ii) provides that such Group 2 Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, for so long as such Group 2 Mortgage Loan is included in the Trust Fund, the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, on behalf of the Trust Fund, shall enforce such provision to the extent permitted under the terms of such Group 2 Mortgage Loan, applicable law and governmental regulations, unless such provision is not enforceable under applicable law or such enforcement is reasonably likely to result in meritorious legal action by the related Borrower or except to the extent that the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, acting in accordance with the Group 2 Servicing Standard, determines that such enforcement would not be in the best interests of the Trust Fund. When a Subject to the foregoing, the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, is authorized to take or enter into an assumption agreement from or with the Person to whom such Mortgaged Property has been or is about to be conveyed by conveyed, or to release the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of original related Borrower from liability upon such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under and substitute the new Borrower as obligor thereon. Prior to waiving any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in taking or entering into any assumption agreement or permitting the reasonable belief release of a Borrower and substitution of a new Borrower with respect to any Mortgage Loan, the Master Servicer or NOM Special Servicer , as applicable, shall notify the Group 2 Special Servicer and offer the Group 2 Special Servicer a opportunity during a ten-day period prior to taking any such action to confer with them as to advisability of such action (it being understood that neither the Master Servicer nor the NOM Special Servicer shall have any obligation to follow any instructions or directions given to them by the Group 2 Special Servicer with respect to such actions). To the extent permitted by law, the Master Servicer, is not enforceable under applicable law; providedthe Group 2 Special Servicer or the NOM Special Servicer, furtheras applicable, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification or substitution agreement only if the credit status of the prospective new Borrower is in compliance with (x) the Person to whom such property has been or is about to be conveyedMaster Servicer's, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law Group 2 Special Servicer's or the MortgageNOM Special Servicer's, as applicable, regular commercial mortgage origination or servicing standards and criteria, (y) the terms of the related Group 2 Mortgage Loan and (z) the Group 2 Servicing Standard. The Master Servicer, the Mortgagor remains liable thereon. If Group 2 Special Servicer or the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the NOM Special Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loanas applicable, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or 108 substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to agreement, which it relates) which copy document 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 Mortgage Rate, principal amount and other material payment terms (including any cross-collateralization and cross-default provisions) of such Group 2 Mortgage Loan pursuant to the related Note and Mortgage Loan shall not be changed but shall remain as changed, other than in effect immediately prior connection with a default or reasonably foreseeable default with respect to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgivenLoan. Any fee Assumption Fees collected by the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, for consenting to any such conveyance or entering into an assumption or substitution agreement shall will be retained by the Master Servicer, the Group 2 Special Servicer or paid to the Servicer NOM Special Servicer, as applicable, as additional servicing compensationcompensation but only if collection of such fees will not result in the Mortgage Loan failing to qualify as a "qualified mortgage" under the REMIC Provisions. Notwithstanding the foregoing paragraph or any other provision of this Agreementforegoing, the Master Servicer, Group 2 Special Servicer shall not be deemed or NOM Special Servicer may consent to be in default, breach or any other violation of its obligations hereunder by reason of any the assumption of a Mortgage Loan by operation a prospective new Borrower imposed by a court having jurisdiction in a bankruptcy proceeding involving the related Mortgaged Property. (b) If any Group 2 Mortgage Loan contains a provision in the nature of law a "due-on-encumbrance" clause, which, by its terms: (i) provides that such Group 2 Mortgage Loan shall (or may at the related mortgagee's option) become due and payable upon the creation of any lien or other encumbrance on such Mortgaged Property, or (ii) requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on such Mortgaged Property, then, for so long as such Group 2 Mortgage Loan is included in the Trust Fund, the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, on behalf of the Trust Fund, shall enforce such provision and in connection therewith shall (x) accelerate the payments due on such Mortgage Loan, or (y) withhold its consent to the creation of any such lien or other encumbrance, as applicable, except, in each case, to the extent that the Master Servicer, the Group 2 Special Servicer or the NOM Special Servicer, as applicable, acting in accordance with the Group 2 Servicing Standard, determines that such enforcement would not be in the best interests of the Trust Fund. Notwithstanding the foregoing, the Master Servicer, 109 the Group 2 Special Servicer or the NOM Special Servicer, as applicable, may forbear from enforcing any due-on-encumbrance provision in connection with any junior or senior lien on the Mortgaged Property imposed by a court having jurisdiction in connection with any bankruptcy proceeding involving the Mortgaged Property. Prior to determining not to enforce any "due-on-encumbrance" clause with respect to any Mortgage Loan, the Master Servicer or NOM Special Servicer , as applicable, shall notify the Group 2 Special Servicer and offer the Group 2 Special Servicer a opportunity during a ten-day period prior to taking such action to confer with them as to advisability of such action (it being understood that neither the Master Servicer nor the NOM Special Servicer shall have any obligation to follow any instructions or directions given to them by the Group 2 Special Servicer with respect to such action). (c) Nothing in this Section 3.11 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption which of a Group 2 Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property. (d) In connection with the taking of, or the failure to take, any action pursuant to this Section 3.11, the Master Servicer, the Group 2 Special Servicer may be restricted by law from preventingor the NOM Special Servicer, for as applicable, shall not agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.11(a) shall contain any reason whatsoeverterms that are different from, any term of any Group 2 Mortgage Loan or the related Note or Mortgage.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. ; Certain Assignments. (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth belowor Subservicer, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under shall enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to Notwithstanding the foregoing, : (i) the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.13(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's or Subservicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the 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 is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any reason whatsoeveralteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the Startup Date would be imposed on any REMIC created hereunder as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25% below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. ; Certain Assignments. (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth belowor Subservicer, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under shall enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to Notwithstanding the foregoing, : (i) the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.13(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the 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 is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any reason whatsoeveralteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the Startup Date would be imposed on any REMIC created hereunder as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. ; Certain Assignments (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth belowor Subservicer, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under shall enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to Notwithstanding the foregoing, : (i) the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.13(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the 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 is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall either (i) both (A) constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the REMIC Provisions and (B) cause any portion of any REMIC formed under the Series Supplement to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)), result in the imposition of any tax on "prohibited transactions" or (ii) constitute "contributions" after the start-up date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed in writing by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any reason whatsoeveralteration or demolition of the related Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any portion of any REMIC formed under the Series Supplement would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any such REMIC as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage; (ii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iii) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. Onon-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trust the Trust's rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "due-on-sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause which resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable lawinsurance policy. In the event the Master Servicer is prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts is authorized to take or enter into an assumption and modification agreement from or with the Person to whom such property a Mortgaged Property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable state law or unless the MortgageMortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect to enforce a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause REMIC I to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "due-on-saleprohibited transactions" clause if in or "contributions" after the reasonable judgment of startup day under the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the CertificateholdersREMIC Provisions. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on terms of the related Mortgage Loan Note shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Master Servicer , the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. On-Sale Clauses; Clause, Assumption Agreements. When a Mortgaged Property has been or ----------- --------------------------------------------- The Servicer is about required to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under enforce any "due-on-sale" sale clause contained in the related Note or Security Instrument to the extent permitted by applicable law upon the transfer of title to the Mortgaged Property unless (i) the Mortgage Loan Documents, including riders or Mortgage Note; provided, however, that addenda permit such a transfer or (ii) enforcement of the Servicer shall not exercise any such right if the "due-on-sale" clausesale clause will jeopardize the Mortgage Insurance coverage, if any, on such Mortgage Loan. In all circumstances of unapproved transfer initiated by the Borrower, the Servicer is required to promptly notify the Mortgage Insurer of such transfer and obtain written approval from the Mortgage Insurer (if required under the applicable Mortgage Insurance Policy) before initiating enforcement proceedings. Notwithstanding the preceding paragraph, Owner authorizes Servicer, to waive, in the reasonable belief sole discretion of Servicer, the enforcement of a due-on-sale clause on any Mortgage Loan and permit the assumption of such Mortgage Loan, subject to the following conditions: (a) No material term of the Note, including, but not limited to, the rate of interest on the Note and the remaining term to maturity, may be changed in connection with such assumption, provided however, such limitation shall not apply to interest rate, payment or amortization changes otherwise provided for under the terms of the Note. such as in the case of an adjustable rate mortgage. (b) The Servicer has performed a credit review of the new borrower and determined that the new borrower is a prudent credit risk in the sole opinion of the Servicer. Owner hereby authorizes, Servicer to apply more liberal credit standards and underwriting in connection with a request for an assumption of a Mortgage Loan than Servicer would apply for comparable new loans which Servicer's is then originating for its own account, if Servicer in its sole discretion, reasonably believes there is a risk of foreclosure on the Mortgage Loan in the event the assumption is denied, (c) The Mortgage Insurer has approved in writing the assumption of the Mortgage Loan by the new borrower and such Mortgage Loan will continue to be insured by such Mortgage Insurer; (d) The new borrower executes documents assuming all the obligations of the Borrower under the Mortgage Loan Documents; (e) The Mortgage Loan will continue to be secured, and insured with a Title Insurance Policy, if any, by a valid security interest upon the Mortgaged Property of the same lien priority as existed immediately prior to such assumption; provided however, if Servicer has not been delivered a Title Insurance Policy on the Transfer Date for any such Mortgage Loan, Servicer shall have no obligation to inquire into or obtain any title insurance in connection with any assumption of such a Mortgage Loan; and (f) The Servicer has determined that the estimated net realizable value of the Mortgaged Property, in the sole judgment of the Servicer, is not enforceable under applicable law; providedless than the then unpaid principal balance of the related Note, further, that plus accrued interest to the estimated date of the closing of the sale of Mortgaged Property to the new borrower. (g) The Servicer shall not take any action in relation provide the Owner the original assumption agreement following execution thereof. Subject to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense terms of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee Note and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under Security Instrument, and applicable law. In such eventlaw or regulation, the Servicer shall make may charge a reasonable efforts to enter into an and customary assumption fee, and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoeverretain such fee as Additional Servicing Compensation.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. ; Certain Assignments. (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth belowor Subservicer, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under shall enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to Notwithstanding the foregoing, : (i) the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.13(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer’s or related Subservicer’s duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the 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 is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer’s or related Subservicer’s good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such related Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any reason whatsoeveralteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on “prohibited transactions” or “contributions” after the Startup Date would be imposed on any REMIC created hereunder as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a “Lender Certification for Assignment of Mortgage Loan” in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. Onon-Sale Clauses; Assumption Agreements. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "“due-on-sale" ” clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause which resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable lawinsurance policy. In the event the Master Servicer is prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts is authorized to take or enter into an assumption and modification agreement from or with the Person to whom such property a Mortgaged Property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable state law or unless the MortgageMortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect to enforce a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any "due-on-sale" clause if in tax on “prohibited transactions” or “contributions” after the reasonable judgment of startup day under the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the CertificateholdersREMIC Provisions. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on terms of the related Mortgage Loan Note shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or otherwise in violation of any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. . (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagorconveyed, the Servicer shall, except as set forth belowCompany shall declare such Mortgage Loan due and payable and shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage in accordance with the Program Guide, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensationinsurance policy. Notwithstanding the foregoing paragraph or any other provision of this Agreement, foregoing: (i) the Servicer Company shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.11(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Servicer may be Company is restricted by law from preventing; and (ii) if the Company determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Company shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Company’s duty to enforce any due-on-sale clause to the extent set forth in Section 3.11(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the Owner, or if an instrument of release signed by the Owner is required releasing the Mortgagor from liability on the Mortgage Loan, the Company is authorized, with a fully executed power of attorney by the Owner in each instance, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Owner, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. The Company shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any related insurance policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any related Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, such release will not (based on the Company’s or the Subservicer’s good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Company in accordance with the foregoing, the Custodian shall execute any necessary instruments for such assumption or substitution of liability as directed by the Company. Upon the closing of the transactions contemplated by such documents, the Company shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fees collected by the Company or the related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Company or such Subservicer as additional servicing compensation. The Company shall notify the Owner, in writing, of any reason whatsoeversuch assumption, modification, supplement or substitution of liability with respect to any Mortgage Loan and the date thereof. (c) The Company or the related Subservicer, as the case may be, shall, with the Owner’s prior written consent in each instance, be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby. Any fee collected by the Company or the related Subservicer for processing such a request will be retained by the Company or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Company shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Custodian and Company with a “Certification,” substantially in the form attached hereto as Exhibit F,: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which as assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with , or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will be modified to have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of such assignment in lieu of satisfaction with respect to any Mortgage Loan, the Company shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan and the Company shall treat such amount as a Full Prepayment with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale ClausesClause; Assumption Agreements. When a Mortgaged Property has been or The Servicer is about required to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under enforce any "due-on-sale" sale clause contained in the related Note or Security Instrument to the extent permitted by applicable law upon the transfer of title to the Mortgaged Property unless (i) the Mortgage Loan Documents, including riders or Mortgage Note; provided, however, that addenda permit such a transfer or (ii) enforcement of the Servicer shall not exercise any such right if the "due-on-sale" clausesale clause will jeopardize the Mortgage Insurance coverage, if any, on such Mortgage Loan. In all circumstances of unapproved transfer initiated by the Borrower, the Servicer is required to promptly notify the Mortgage Insurer, if any, of 17 such transfer, and obtain written approval from the Mortgage Insurer (if required under the applicable Mortgage Insurance Policy) before initiating enforcement proceedings. Notwithstanding the preceding paragraph, Owner authorizes Servicer to waive, in the reasonable belief sole discretion of Servicer, the enforcement of a due-on-sale clause on any Mortgage Loan and permit the assumption of such Mortgage Loan, subject to the following conditions: (a) No material term of the Note, including, but not limited to, the rate of interest on the Note and the remaining term to maturity, may be changed in connection with such assumption, provided however, such limitation shall not apply to interest rate, payment or amortization changes otherwise provided for under the terms of the Note, such as in the case of an adjustable rate mortgage; (b) The Servicer has performed a credit review of the new borrower and determined that the new borrower is a prudent credit risk in the sole opinion of the Servicer. Owner hereby authorizes Servicer to apply more liberal credit standards and underwriting in connection with a request for an assumption of a Mortgage Loan than Servicer would apply for comparable new loans which Servicer is then originating for its own account, if Servicer in its sole discretion, reasonably believes there is a risk of foreclosure on the Mortgage Loan in the event the assumption is denied; (c) The Mortgage Insurer has approved in writing the assumption of the Mortgage Loan by the new borrower and such Mortgage Loan will continue to be insured by such Mortgage Insurer; (d) The new borrower executes documents assuming all the obligations of the Borrower under the Mortgage Loan Documents; (e) The Mortgage Loan will continue to be secured, and insured with a Title Insurance Policy, if any, by a valid security interest upon the Mortgaged Property of the same lien priority as existed immediately prior to such assumption; (f) The Servicer has determined that the estimated net realizable value of the Mortgaged Property, in the sole judgment of the Servicer, is not enforceable under applicable lawless than the then unpaid principal balance of the related Note, plus accrued interest to the estimated date of the closing of the sale of Mortgaged Property to the new borrower; provided, further, that the and (g) The Servicer shall not take any action in relation provide the Owner the original assumption agreement following execution thereof. Subject to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense terms of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee Note and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under Security Instrument, and applicable law. In such eventlaw or regulation, the Servicer shall make may charge a reasonable efforts to enter into an and customary assumption fee, and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoeverretain such fee as Additional Servicing Compensation.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. ; Certain Assignments. (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth belowor Subservicer, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under shall enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to Notwithstanding the foregoing, : (i) the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.13(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the 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 is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any of REMIC I, REMIC II or REMIC III to fail to qualify as REMICs under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or junior lien of the same priority in relation to any senior mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for any reason whatsoeversuch assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation.

Enforcement of Due. Onon-Sale and Due-on-Encumbrance Clauses; Assumption Agreements. When a Mortgaged Property has been or is about ; Other Provisions (i) As to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related each Mortgage Loan under any "due-on-sale" clause contained (or a Serviced Companion Loan) which contains a provision in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the nature of a "due-on-sale" clause, which by its terms: (A) provides that such Mortgage Loan (or Serviced Companion Loan) shall (or may at the mortgagee's option) become due and payable upon (i) the full or partial sale or other transfer of an interest in the reasonable belief related Mortgaged Property or (ii) a sale or transfer of direct or indirect ownership interests in the related Mortgagor; or (B) provides that such Mortgage Loan (or Serviced Companion Loan) may not be assumed without the consent of the Servicermortgagee in connection with any such sale or other transfer; or (C) provides that such Mortgage Loan (or Serviced Companion Loan) or direct or indirect ownership interests in the related Mortgagor (other than ownership interests in a Mortgagor with respect to a Co-op Mortgage Loan) may be assumed or transferred without the consent of the mortgagee provided certain conditions set forth in the Mortgage Loan documents are satisfied; the applicable Master Servicer shall forward to the applicable Special Servicer any request for a waiver thereof, is and the NCB Master Servicer (with respect to any NCB, FSB Loan or NCCB Loan) or the General Special Servicer (with respect to all Mortgage Loans or Serviced Companion Loans other than Co-op Mortgage Loans) shall, if and to the extent necessary, enforce such due-on-sale clause. For the avoidance of doubt, the applicable Master Servicer may not enforceable under applicable law; providedwaive any due-on-sale clause in, furtheror consent to the assumption of, any Mortgage Loan (or Serviced Companion Loan), or make any determination with respect to any Mortgage Loan (or Serviced Companion Loan), which by its terms permits transfer or assumption without lender consent provided certain conditions are satisfied, that the such conditions have been satisfied. The applicable Special Servicer shall enforce such due-on-sale clause unless the General Special Servicer (in all cases other than with respect to a Co-op Mortgage Loan) and the Co-op Special Servicer (with respect to Co-op Mortgage Loans) determines, in accordance with the Servicing Standard, that (1) not declaring an Event of Default (as defined in the related Mortgage Loan documents) or (2) granting such consent, as applicable, would be likely to result in a greater recovery (or an equal recovery, provided the other conditions for an assumption or waiver of a due-on-sale clause are met), on a present value basis (discounting at the related Mortgage Rate), than would enforcement of such clause or the failure to grant such consent. If the applicable Special Servicer determines that (1) not declaring an Event of Default (as defined in the related Mortgage Loan documents) or (2) granting such consent, as applicable, would be likely to result in a greater recovery (or an equal recovery, provided that the other conditions for an assumption or waiver of a due-on-sale clause are met), the NCB Master Servicer (with respect to any NCB, FSB Loan or NCCB Loan) and the General Special Servicer (in all other cases) shall take or enter into an assumption agreement from or with the proposed transferee as obligor thereon, provided that (x) the credit status of the prospective transferee is in compliance with the Servicing Standard and the terms of the related Mortgage Loan documents and (y) with respect to any action Mortgage Loan which is a Significant Mortgage Loan, the applicable Special Servicer shall have received Rating Agency Confirmation that such assumption would not, in relation and of itself, cause a downgrade, qualification or withdrawal of any of the then-current ratings assigned to the enforcement Certificates. To the extent permitted by the related Mortgage Loan documents, the NCB Master Servicer (with respect to any NCB, FSB Loan or NCCB Loan) and the General Special Servicer (in all other cases) shall use reasonable efforts to cause the related Mortgagor to pay the costs of such Rating Agency Confirmation, otherwise, such costs shall be a Trust expense. (ii) Notwithstanding the provisions of any Mortgage Loan, foreclosure by the holder of a mezzanine loan on any collateral securing a mezzanine loan to an affiliate of the related Mortgagor shall not, for purposes of this Agreement, be deemed to be a violation of the due-on-sale clause of the related Mortgage Loan documents or of clause (i) of this Section 14.1(a) so long as the foreclosing party is a Permitted Mezzanine Loan Holder, and other material requirements of the related intercreditor agreement are satisfied. (iii) None of the Master Servicers or the Special Servicers shall (x) consent to the foreclosure of any mezzanine loan other than by a Permitted Mezzanine Loan Holder or (y) consent to the transfer of any mezzanine loan except to a Permitted Mezzanine Loan Holder, except, in each case, as otherwise provided in Section 14.1(a)(i). Neither the consent of the applicable Master Servicer nor the consent of the applicable Special Servicer shall be required for the foreclosure by a Permitted Mezzanine Loan Holder if an event of default has been declared under the related Mortgage Loan(s) (and each Rating Agency has been notified of such event of default), except as set forth in any related intercreditor agreement. In no event shall the holder of a mezzanine loan be required to pay any assumption fee, modification fee or other service charge in connection with any foreclosure upon any collateral securing such mezzanine loan, transfer of ownership of the related Mortgaged Property to such holder of such mezzanine loan and/or assumption of the related Mortgage Loan; provided<184> that such holder of such mezzanine loan may be required to reimburse the applicable Master Servicer or Special Servicer for any costs or expenses incurred by it in connection with such foreclosure, transfer and/or assumption. Nothing herein shall prevent a holder of a mezzanine loan from appointing a receiver or trustee with respect to any collateral securing such mezzanine loan, foreclosing upon any reserves, escrow accounts or cash collateral accounts pledged under the related mezzanine loan (provided none of such accounts have been pledged under the related Mortgage Loan) or otherwise taking an assignment of any cash flows from any collateral securing such mezzanine loan. (i) As to each Mortgage Loan (or Serviced Companion Loan) which contains a provision in the nature of a "due-on-saleencumbrance" clause clause, which would adversely affect by its terms: (A) provides that such Mortgage Loan (or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel Serviced Companion Loan) shall (or, at the expense mortgagee's option, may) become due and payable upon (x) the creation of any additional lien or other encumbrance on the related Mortgaged Property or (y) an encumbrance, pledge or hypothecation of direct or indirect ownership interests in the related Mortgagor or its owners (including any incurrence of mezzanine financing secured by ownership interests in the related Mortgagor or its owners or the creation of preferred equity in the related Mortgagor or its owners); or (B) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property or direct or indirect ownership interests in the related Mortgagor (other than additional liens or encumbrances of shares and proprietary leases of tenant-shareholders with respect to Co-op Mortgage Loans); or (C) provides that such Mortgaged Property or direct or indirect ownership interests in the related Mortgagor (other than encumbrances of shares and proprietary leases of tenant-shareholders with respect to Co-op Mortgage Loans) may be further encumbered without the consent of the mortgagee provided certain conditions set forth in the Mortgage Loan documents are satisfied; (A) with respect to any Mortgage Loan which (i) is a Significant Mortgage Loan or represents 2% or more of the aggregate outstanding principal balances of all of the Mortgage Loans in the Trust or (ii) by itself, or as part of a Cross-Collateralized Loan group or group of Mortgage Loans with affiliated Mortgagors has (a) a Loan-to-Value Ratio equal to or greater than 85% or (b) a Debt Service Coverage Ratio equal to or less than 1.2x (in each case, treating the existing debt on the subject Mortgaged Property and the proposed additional debt as if such total debt were a single Mortgage Loan), receives from S&P and (B) with respect to any Mortgage Loan that is one of the ten largest Mortgage Loans by Stated Principal Balance of all Mortgage Loans at such time (treating any group of Cross-Collateralized Mortgage Loans or any group of Mortgage Loans with affiliated Mortgagors as a single Mortgage Loan), receives from Fitch, prior Rating Agency Confirmation that (1) not declaring an event of default under such Mortgage Loan or (2) granting such consent, as applicable, would not, in and of itself, cause a downgrade, qualification or withdrawal of any of the then-current ratings assigned to the Certificates. To the extent permitted by the related Mortgage Loan documents, the NCB Master Servicer (with respect to any NCB, FSB Loans or NCCB Loan) or the General Special Servicer (with respect to any other Mortgage Loan) shall use reasonable efforts to cause the Mortgagor to pay the costs associated with such Rating Agency Confirmation, otherwise, such costs shall be a Trust expense. If the applicable Special Servicer, in accordance with the Servicing Standard, determines with respect to any Mortgage Loan (or Serviced Companion Loan), which by its terms permits transfer, assumption or further encumbrance without lender consent provided certain conditions are satisfied, that such conditions have not been satisfied, then the expense shall constitute applicable Master Servicer will use reasonable efforts to not permit the transfer, assumption or further encumbrance with respect to such Mortgage Loan (or Serviced Companion Loan). (ii) Notwithstanding the foregoing provisions, and regardless of whether a particular Co-op Mortgage Loan contains specific provisions regarding the incurrence of subordinate debt, or prohibits the incurrence of subordinate debt, or requires the consent of the mortgagee in order to incur subordinate debt, the NCB Master Servicer may, nevertheless, in accordance with the Servicing Advance) delivered Standard, without the need to obtain any consent hereunder (and without the need to obtain a Rating Agency Confirmation), permit the related Mortgagor to incur subordinate debt if the NCB, FSB Subordinate Debt Conditions have been met (as certified in writing to the Trustee and the Depositor shall conclusively establish Operating Adviser by the reasonableness NCB Master Servicer no later than five Business Days prior to the making of the Servicer's belief that subject subordinate loan without right of reimbursement from the Trust) which certification shall include notice of the circumstances of the waiver, including information necessary for the Operating Adviser to determine whether the NCB, FSB Subordinate Debt Conditions have been satisfied); provided that, the NCB Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-saleencumbrance" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyedany Co-op Mortgage Loan, pursuant to which such Person becomes liable under the Mortgage Note andthis paragraph, unless prohibited in any such case, all associated costs and expenses are covered without any expense to the Trust. (c) Any approval required to be obtained by the applicable law Master Servicer from the applicable Special Servicer for any action taken by the applicable Master Servicer pursuant to this Section 14.1 with respect to a non-Specially Serviced Mortgage Loan (or Serviced Companion Loan) (the giving of which approval shall be subject to the Servicing Standard and Section 8.19) shall be deemed given if not denied in writing within fifteen (15) Business Days (or, in the case of an assumption transaction, 15 days) after receipt by the applicable Special Servicer of the applicable Master Servicer's written recommendation and analysis and any additional information requested by the applicable Special Servicer or the MortgageOperating Adviser, the Mortgagor remains liable thereonas applicable. If any such action taken by the foregoing is not permitted under applicable law, the Master Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which this Section 14.1 requires the original Mortgagor is released from liability and approval of the Operating Adviser, then such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoingapproval shall be deemed given if not denied in writing within fifteen (15) Business Days (or, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment case of an assumption transaction, 15 days), which 15-Business Day (or 15 day, as applicable) period shall coincide with the applicable Special Servicer's 15-Business Day (or 15 day, as applicable) period to object set forth in the preceding sentence. Nothing in this Section 14.1 shall constitute a waiver of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage LoanTrustee's right, as assumedthe mortgagee of record, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect to such Mortgaged Property. (d) Except as otherwise permitted by Section 14.2, the applicable Special Servicer shall not agree to modify, waive or amend any payment term of any Mortgage Loan (or Serviced Companion Loan) in connection with the taking of, or the failure to take, any action pursuant to this Section 14.1. (e) With respect to any Mortgage Loan (or Serviced Companion Loan) that permits the related Mortgagor to incur subordinate indebtedness secured by operation the related Mortgaged Property (except for Co-op Mortgage Loans as to which the NCB Subordinate Debt Conditions are satisfied), the applicable Master Servicer or the applicable Special Servicer, as applicable, shall enforce the rights of law the lender, if any, under the related Mortgage Loan documents to require such Mortgagor to require the lender of such subordinate indebtedness to enter into a subordination and standstill agreement with the Trust. (f) With respect to any Mortgage Loan (or Serviced Companion Loan), subject to the related Mortgage Loan documents, neither the applicable Master Servicer nor the applicable Special Servicer shall permit the related Mortgagor to substitute any real property, any rights with respect to real property, or any other real property interest whatsoever for the Mortgaged Property securing such Mortgage Loan (or Serviced Companion Loan) as of the Closing Date without receipt of an Opinion of Counsel, at the expense of the Mortgagor, to the effect that the substitution will not cause the related Mortgage Loan to fail to qualify as a "qualified mortgage" as defined under Section 860G(a)(3) of the Code while such Mortgage Loan is owned by either REMIC Pool. (g) The General Special Servicer acknowledges that the General Master Servicer has delegated certain tasks, rights and obligations to the Primary Servicers of the SunTrust Loans and the MM Loans and with respect to Post-Closing Requests (as defined in the applicable Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. Such Primary Servicing Agreements classify certain Post-Closing Requests as Category 1 Requests (as defined in the Primary Servicing Agreements), and grant the related Primary Servicers certain authority to evaluate and process such requests in accordance with this Agreement, the applicable Primary Servicing Agreement and the applicable Mortgage Loan documents. (h) Notwithstanding the foregoing, in the event a Master Servicer (or, if applicable, a Primary Servicer) receives a request from a Mortgagor under a UCMFI Loan pursuant to the provisions of any such Mortgage Loan (other than a UCMFI Loan that is a Specially Serviced Mortgage Loan) that expressly permits, subject to any conditions set forth in the Mortgage Loan documents, the assignment of the related Mortgaged Property, the assumption of such Mortgage Loan or the incurrence of any subordinate or mezzanine debt, such Master Servicer (or, if applicable, a Primary Servicer) (each, a "UCMFI Servicer Request") shall obtain relevant information (the "UCMFI Servicer Request Information") for purposes of evaluating and processing such UCMFI Servicer Request. The UCMFI Servicer Information shall include, without limitation, UCMFI's recommendation (which shall include the reason therefor) and the materials upon which such recommendation is based. UCMFI shall then forward to the General Special Servicer may be restricted by law from preventingthe UCMFI Servicer Request Information, for any reason whatsoever.and the General Special Servicer shall revi

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When . (a) Except as otherwise provided in this Section 3.11(a), when any property subject to a Mortgaged Property Mortgage has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, Subservicer shall to the extent that it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at Notwithstanding the expense foregoing, the Subservicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the Servicer (which mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the expense shall constitute a Servicing Advance) delivered to event that the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that Subservicer is prohibited by law from enforcing any "such due-on-sale" clause sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is not enforceable under applicable law. In such eventotherwise permitted hereunder, the Servicer shall make reasonable efforts Subservicer is authorized, subject to Section 3.11(b), to take or enter into an assumption and modification agreement from or with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgagestate law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Subservicer enters such agreement) by the applicable Required Insurance Policies. If The Subservicer, subject to Section 3.11(b), is also authorized with the foregoing is not permitted prior approval of the insurers under applicable law, the Servicer is authorized any Required Insurance Policies to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to Notwithstanding the foregoing, the Servicer Subservicer shall not be required deemed to be in default under this Section 3.11(a) by reason of any transfer or assumption that the Subservicer reasonably believes it is restricted by law from preventing. (b) Subject to the Subservicer's duty to enforce any "due-on-sale" sale clause if to the extent set forth in the reasonable judgment of the ServicerSection 3.11(a) hereof, entering 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 and 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 Subservicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with a the Person to whom such property shall the Mortgaged Property is to be conveyed and releasing such modification agreement or supplement to the original Mortgagor from liability would be in Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the best interests terms of the CertificateholdersMortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note (including, but not limited to, the Mortgage Rate, the amount of the Scheduled Payment, the Maximum Rate, the Minimum 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) may be changed. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer Subservicer shall notify the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating agreement, which in the Mortgage File to which it relates) which copy case of the original shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer Subservicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the Servicer Subservicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

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

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Securities Administrator, the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable -110- judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee Securities Administrator that any such assumption or substitution agreement has been completed by forwarding to the Trustee Securities Administrator the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee Securities Administrator to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. Onon-Sale Clauses; Assumption Agreements. When and Due on Encumbrance Provisions. (i) Subject to Section 3.08(a)(ii) below, upon receipt of any request of a Mortgaged Property has been waiver, consent or is about confirmation in respect of a due-on-sale or due-on-encumbrance provision (including but not limited to be conveyed by the Mortgagortransfers or encumbrances subject to specified conditions), the Master Servicer, with respect to Serviced Loans that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such request, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent rights (if any) of each Companion Holder pursuant to the related Co-Lender Agreement as provided in this Section 3.08. With respect to all Serviced Loans (other than Specially Serviced Mortgage Loans), the Master Servicer or, in the case of Specially Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyancepermitted by applicable law, exercise its rights to accelerate enforce the maturity of the related Mortgage Loan under any "due-on-sale" clause restrictions contained in the related Mortgage on transfers or Mortgage Note; providedfurther encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, however, that the Servicer shall not exercise any such right if the "unless following its receipt of a request in respect of a due-on-sale" clausesale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (A) fifteen (15) Business Days after the Special Servicer's receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (B) five (5) Business Days after the Controlling Class Representative's receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request or the Special Servicer (with the written consent of the Controlling Class Representative, which consent shall be deemed given if not denied within ten (10) Business Days after the Controlling Class Representative's receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request, of which date the Special Servicer shall notify the Master Servicer), as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the reasonable belief preceding sentence) or the Special Servicer (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence), as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer's Certificate setting forth the basis for such determination. (ii) With respect to all Serviced Loans, neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not consent to) any waiver in respect of a due-on-encumbrance provision of any Mortgage Loan (i) with respect to which the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are one of the ten largest Mortgage Loans or concentrations of Mortgage Loans, as of the date of such waiver request, without receiving prior written confirmation from Fitch and Moody's that such action woul▇ ▇▇▇ ▇esult in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates or (ii) with respect to which (a) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $20,000,000, (b) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are equal to or greater than 2% of the aggregate Stated Principal Balance of all Mortgage Loans, (c) such Mortgage Loan is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), or (d) such Mortgage Loan has a loan-to-value ratio (calculated to include the additional indebtedness secured by any encumbrance) that is equal to or greater than 85% or a debt service coverage ratio (calculated to include the additional debt from any encumbrance) of 1.20x or less, without receiving a prior written confirmation from Fitch and Moody's that such action woul▇ ▇▇▇ ▇esult in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates. With respect to a waiver of a due-on-sale provision, neither the Master Servicer nor the Special Servicer shall waive any such provision without receiving prior written confirmation from Fitch and Moody's that such action would not ▇▇▇▇▇▇ in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates; provided that, if the Mortgage Loan (a) does not have an aggregate Stated Principal Balance (including the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan) equal to or in excess of $35,000,000, (b) does not have an aggregate Stated Principal Balance (including the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan) equal to or greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans and (c) is not one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), the Master Servicer or the Special Servicer, is not enforceable under applicable lawas applicable, may in accordance with the Servicing Standard waive such requirement without confirmation by Moody's; provided, further, that, i▇ ▇▇▇ ▇ortgage Loan is not one of the ten largest Mortgage Loans (by Stated Principal Balance, including all other Mortgage Loans that are cross-collateralized and cross-defaulted with such Mortgage Loan) as of the date of the waiver, the Master Servicer or Special Servicer, as applicable, may in accordance with the Servicing Standard waive such requirement without approval by Fitch. (iii) With respect to any Tenants-in-Common Loan, the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall not take any action in relation to the enforcement review (A) each request for a sale, transfer or syndication of any "Mortgagor's equity interests in the related Mortgagor and shall promptly analyze such request, including, with regard to each proposed Mortgagor transferee, the financial statements, credit information, organizational documents and other written materials set forth on the applicable schedule on Exhibit V hereto, to determine, in accordance with the Servicing Standard, whether the requested sale, transfer or syndication meets the applicable requirements and to obtain any consents required under any related intercreditor agreement, and (B) the corresponding waiver of any applicable due-on-sale" clause which would adversely affect sale or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-encumbrance provision and determine whether approval of such waiver is consistent with the Servicing Standard. Promptly after the Master Servicer has made any such affirmative determination that such sale" clause is not enforceable under , transfer or syndication meets the applicable law. In such eventrequirements on Exhibit V, the Master Servicer shall deliver to the Special Servicer, the Controlling Class Representative, the Trustee, the Rating Agencies and each other party hereto, no later than 5 Business Days prior to such sale, transfer or syndication, an Officer's Certificate in the form of Exhibit W hereto setting forth notice of the approval or disapproval and the basis for such determination, including evidence of compliance with each of the requirements for such Mortgage Loan described on Exhibit V; provided, further, it is understood and agreed that the Master Servicer shall make reasonable efforts to enter into an assumption and modification agreement deliver a complete package 5 Business Days prior to such sale, transfer or syndication (provided, however, any documents not delivered with the Person Officer's Certificate will be delivered by the Master Servicer as soon as reasonably possible, and the Special Servicer shall rely on the initial documents sent in such package and the Officer's Certificate delivered by the Master Servicer for its review), provided, further, that notwithstanding Section 3.11(b), with respect to whom such property has been or is about to be conveyed, any transfer approved pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgagethis Section 3.08(a)(iii), the Mortgagor remains liable thereon. If Master Servicer and the foregoing is not permitted under applicable lawSpecial Servicer shall be entitled to certain of the fees as set forth on Exhibit V paid by the Mortgagor, and the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Master Servicer shall not be required to enforce waive any "due-on-sale" clause if in such fees without the reasonable judgment consent of the Special Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties . (b) Notwithstanding any other provisions of this Agreement. The Section 3.08, the Master Servicer shall notify (with respect to Serviced Loans other than Specially Serviced Mortgage Loans) (without the Trustee that Special Servicer's consent) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) may grant, without any such assumption or substitution agreement has been completed by forwarding Rating Agency confirmation, a Mortgagor's request for consent to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to subject the related Mortgage File Mortgaged Property to an easement or right of way for utilities, access, parking, public improvements or another purpose, and which shall, for all purposes, be considered a part may consent to subordination 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 to such easement or right of way provided the Master Servicer or the Special Servicer, as applicable, shall have determined in accordance with the Servicing Standard that such easement or right of way shall not materially interfere with the then current use of the related Mortgaged Property, or the security intended to be changed but shall remain as in effect immediately prior to the assumption or substitutionprovided by such Mortgage, the stated maturity related Mortgagor's ability to repay the Mortgage Loan, or outstanding principal amount materially or adversely affect the value of such Mortgaged Property or cause the Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed cease to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, "qualified mortgage" for any reason whatsoeverREMIC purposes.

Enforcement of Due. On-Sale ClausesClause; Assumption Agreements. When a Mortgaged Property has been or --------------------------------------------- The Servicer is about required to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under enforce any "due-on-sale" sale clause contained in the related Note or Security Instrument to the extent permitted by applicable law upon the transfer of title to the Mortgaged Property unless (i) the Mortgage Loan Documents, including riders or Mortgage Note; providedaddenda permit such a transfer, however, that or (ii) enforcement of the Servicer shall not exercise any such right if the "due-on-sale" clausesale clause will jeopardize the Mortgage Insurance coverage, if any, on such Mortgage Loan, In all circumstances of unapproved transfer initiated by the Borrower, the Servicer is required to promptly notify the Mortgage Insurer of such transfer and obtain written approval from the Mortgage Insurer (if required under the applicable Mortgage Insurance Policy) before initiating enforcement proceedings. Notwithstanding the preceding paragraph, Owner authorizes Servicer, to waive, in the reasonable belief sole discretion of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "a due-on-sale" sale clause which would adversely affect or jeopardize coverage under on any Required Insurance Policy. An Opinion Mortgage Loan and permit the assumption of Counsel at such Mortgage Loan, subject to the expense following conditions: (a) No material term of the Servicer (which Note, including, but not limited to, the expense shall constitute a Servicing Advance) delivered to rate of interest on the Trustee Note and the Depositor remaining term to maturity, may be changed in connection with such assumption, provided however, such limitation shall conclusively establish not apply to interest rate, payment or amortization chances otherwise provided for under the reasonableness terms of the Note, such as in the case of an adjustable rate mortgage; (b) The Servicer has performed a credit review of the new borrower and determined that the new borrower is a prudent credit risk in the sole opinion of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such eventOwner hereby authorizes, the Servicer shall make reasonable efforts to enter into an assumption apply more liberal credit standards and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if underwriting in the reasonable judgment of the Servicer, entering into an assumption and modification agreement connection with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, request for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan than Servicer would apply for comparable new loans which Servicer's is then originating for its own account, if Servicer in its sole discretion, reasonably believes there is a risk of foreclosure on the Mortgage Loan in the event the assumption is denied; (c) The Mortgage Insurer has approved in writing the assumption of the Mortgage Loan by operation the new borrower and such Mortgage Loan will continue to be insured by such Mortgage Insurer; (d) The new borrower executes documents assuming all the obligations of the Borrower under the Mortgage Loan Documents; (e) The Mortgage Loan will continue to be secured, and insured with a Title Insurance Policy, if any, by a valid security interest upon the Mortgaged Property of the same lien priority as existed immediately prior to such assumption; provided however, if Servicer has not been delivered a Title Insurance Policy on the Transfer Date for any such Mortgage Loan, Servicer shall have no obligation to inquire into or obtain any title insurance in connection with any assumption of such a Mortgage Loan; and (f) The Servicer has determined that the estimated net realizable value of the Mortgaged Property, in the sole judgment of the Servicer is less than the then unpaid principal balance of the related Note, plus accrued interest to the estimated date of the closing of the sale of Mortgaged Property to the new borrower. (g) The Servicer shall provide the Owner the original assumption agreement following execution thereof. Subject to the terms of the Note and Security Instrument, and applicable law or any assumption which regulation, the Servicer may be restricted by law from preventingcharge a reasonable and customary assumption fee, for any reason whatsoeverand the Servicer may retain such fee as Additional Servicing Compensation.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. ; Certain Assignments. (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth belowor Subservicer, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under shall enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to Notwithstanding the foregoing, : (i) the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.13(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's or Subservicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the 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 is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any reason whatsoeveralteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the Startup Date would be imposed on any REMIC created hereunder as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. OnON-Sale ClausesSALE CLAUSES; Assumption AgreementsASSUMPTION AGREEMENTS. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "due-on-sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause which resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable lawinsurance policy. In the event the Master Servicer is prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts is authorized to take or enter into an assumption and modification agreement from or with the Person to whom such property a Mortgaged Property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable state law or unless the MortgageMortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the The Master Servicer shall not be required enter into any substitution or assumption with respect to enforce a Mortgage Loan if such substitution or assumption shall (i) both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMIC to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on "due-on-saleprohibited transactions" clause if in or "contributions" after the reasonable judgment of startup day under the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the CertificateholdersREMIC Provisions. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on terms of the related Mortgage Loan Note shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Master Servicer, the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee Custodian that any such assumption or substitution agreement has been completed by forwarding to the Trustee Custodian the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee Custodian to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the such Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the such Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the related Servicer (which the expense shall constitute a Servicing Advance) delivered to the Securities Administrator, the Trustee and the Depositor shall conclusively establish the reasonableness of the such Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the a Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the related Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the a Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the such Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The A Servicer shall notify the Trustee Securities Administrator that any such assumption or substitution agreement has been completed by forwarding to the Trustee Securities Administrator the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee Securities Administrator to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Each Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the a Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the no Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the related Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When In any case in which a Mortgaged Property has been or is about to be conveyed by the MortgagorMortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains liable thereon) and the Master Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity Master Servicer shall effect assumptions in accordance with the terms of the related Mortgage Loan under any "due-on-sale" clause sale provision contained in the related Mortgage Note or Mortgage Note; provided, however, that the Mortgage. The Master Servicer shall not exercise enforce any such right if the "due-on-sale" clausesale provision contained in such Mortgage Note or Mortgage to the extent the requirements thereunder for an assumption of the Mortgage Loan have not been satisfied to the extent permitted under the terms of the related Mortgage Note, unless such provision is not exercisable under applicable law and governmental regulations or in the reasonable belief Master Servicer's judgment, such exercise is reasonably likely to result in legal action by the Mortgagor, or such conveyance is in connection with a permitted assumption of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation related Mortgage Loan. Subject to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such eventforegoing, the Master Servicer shall make reasonable efforts is authorized to take or enter into an assumption and modification agreement from or with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the related Mortgage Note and, unless prohibited by applicable law or the Mortgagestate law, the Mortgagor remains liable thereon, provided that the Mortgage Interest Rate with respect to such Mortgage Loan shall remain unchanged. If the foregoing is not permitted under applicable law, the The Master Servicer is authorized also authorized, to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing release the original Mortgagor from liability would upon the Mortgage Loan and substitute the new Mortgagor as obligor thereon. In connection with such assumption or substitution, the Master Servicer shall apply such underwriting standards and follow such practices and procedures as shall be in normal and usual for mortgage loans similar to the best interests of the CertificateholdersMortgage Loans and as it applies to mortgage loans owned solely by it. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) agreement, which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on Mortgage Interest Rate of the related Mortgage Loan Note and the payment terms shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgivenchanged. Any fee collected by the Master Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the Master Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any conveyance by the Mortgagor of the property subject to the Mortgage or any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer in good faith determines it may be restricted by law from preventing, for any reason whatsoever, or if the exercise of such right would impair or threaten to impair any recovery under any applicable insurance policy or, in the Master Servicer's judgment, be reasonably likely to result in legal action by the Mortgagor.

Enforcement of Due. On-Sale ClausesClause; Assumption Agreements. When a Mortgaged Property has been or ----------- --------------------------------------------- The Servicer is about required to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under enforce any "due-on-sale" sale clause contained in the related Note or Security Instrument to the extent permitted by applicable law upon the transfer of title to the Mortgaged Property unless (i) the Mortgage Loan Documents, including riders or Mortgage Note; provided, however, that addenda permit such a transfer or (ii) enforcement of the Servicer shall not exercise any such right if the "due-on-sale" clausesale clause will jeopardize the Mortgage Insurance coverage, if any, on such Mortgage Loan. In all circumstances of unapproved transfer initiated by the Borrower, the Servicer is required to promptly notify the Mortgage Insurer, if any, of such transfer, and obtain written approval from the Mortgage Insurer (if required under the applicable Mortgage Insurance Policy) before initiating enforcement proceedings. Notwithstanding the preceding paragraph, Owner authorizes Servicer, to waive in the sole discretion of Servicer, the enforcement of a due-on-sale clause on any Mortgage Loan and permit the assumption of such Mortgage Loan, subject to the following conditions: (a) No material term of the Note, including, but not limited to, the rate of interest on the Note and the remaining term to maturity, may be changed in connection with such assumption, provided however, such limitation shall not apply to interest rate, payment or amortization changes otherwise provided for under the terms of the Note, such as in the case of an adjustable rate mortgage; (b) The Servicer has performed a credit review of the new borrower and determined that the new borrower is a prudent credit risk in the sole opinion of the Servicer. The credit review shall include prior mortgage payment history and delinquency review. Owner hereby authorizes Servicer to apply more liberal credit standards and underwriting in connection with a request for an assumption of a Mortgage Loan than Servicer would apply for comparable new loans which Servicer is then originating for its own account, if Servicer in its sole discretion, reasonably believes there is a risk of foreclosure on the Mortgage Loan in the event the assumption is denied; (c) The Mortgage Insurer has approved in writing the assumption of the Mortgage Loan by the new borrower and such Mortgage Loan will continue to be insured by such Mortgage Insurer; (d) The new borrower executes documents assuming all the obligations of the Borrower under the Mortgage Loan Documents; (e) The Mortgage Loan will continue to be secured, and insured with a Title Insurance Policy, if any, by a valid security interest upon the Mortgaged Property of the same lien priority as existed immediately prior to such assumption; provided however, if Servicer has not been delivered a Title Insurance Policy on the Transfer Date for any such Mortgage Loan, Servicer shall have no obligation to inquire into or obtain any title insurance in connection with any assumption of such a Mortgage Loan; and (f) The Servicer has determined that the estimated net realizable value of the Mortgaged Property, in the reasonable belief sole judgment of the Servicer, is not enforceable under applicable law; providedless than the then unpaid principal balance of the related Note, further, that plus accrued interest to the estimated date of the closing of the sale of Mortgaged Property to the new borrower. (g) The Servicer shall not take any action in relation provide the Owner the original assumption agreement following execution thereof. Subject to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense terms of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee Note and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under Security Instrument, and applicable law. In such eventlaw or regulation, the Servicer shall make may charge a reasonable efforts to enter into an and customary assumption fee, and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoeverretain such fee as Additional Servicing Compensation.

Enforcement of Due. OnON-Sale ClausesSALE CLAUSES AND DUE-ON-ENCUMBRANCE CLAUSES; Assumption AgreementsASSUMPTION AGREEMENTS. (a) In the event the Servicer receives a request from a Mortgagor pursuant to the provisions of any Mortgage Loan or Companion Loan (other than a Specially Serviced Mortgage Loan) that expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan or Companion Loan by, another Person, the Servicer shall obtain relevant information for purposes of evaluating such request. When If the Servicer recommends to approve such assignment, the Servicer shall provide to the Special Servicer a copy of such recommendation and the materials upon which such recommendation is based and (A) the Special Servicer shall have the right hereunder to grant or withhold consent to any such request for such assignment and assumption in accordance with the terms of the Mortgage Loan or Companion Loan and this Agreement, and the Special Servicer shall not unreasonably withhold such consent and any such decision of the Special Servicer shall be in accordance with the Servicing Standard, (B) failure of the Special Servicer to notify the Servicer in writing, within five Business Days following the Servicer's delivery of the recommendation described above and the relevant loan information on which the recommendation is based, of its determination to grant or withhold such consent shall be deemed to constitute a grant of such consent and (C) the Servicer shall not permit any such assignment or assumption unless it has received the written consent of the Special Servicer or such consent has been deemed to have been granted as described in the preceding sentence. Upon consent or deemed consent by the Special Servicer to such proposed assignment and assumption, the Servicer shall process such request of the related Mortgagor and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has been or is about proposed to be conveyed by conveyed, and/or release the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of original Mortgagor from liability under the related Mortgage Loan under any "due-on-sale" clause contained in and (if applicable) the related Mortgage Companion Loan and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or Mortgage Noteis proposed to be conveyed; provided, however, that the Servicer shall not exercise enter into any such right agreement to the extent that any terms thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Servicer shall not enter into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor is in compliance with the Servicer's regular commercial mortgage origination or servicing standards and criteria. The Servicer shall notify the Trustee, the Paying Agent and the Special Servicer of any assignment and assumption or substitution agreement executed pursuant to this Section 8.7(a). The Servicer shall be entitled to (as additional servicing compensation) 50% of any assumption fee collected from a Mortgagor in connection with an assignment and assumption or substitution executed pursuant to this Section 8.7(a) and the Special Servicer shall be entitled to (as additional special servicing compensation) the other 50% of such fee. (b) Other than with respect to the assignment and assumptions referred to in subsection (a) above, if any Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan contains a provision in the nature of a "due-on-sale" clause, (i) provides that such Mortgage Loan or Companion Loan shall (or may at the mortgagee's option) become due and payable upon the sale of the related Mortgaged Property, or (ii) provides that such Mortgage Loan or Companion Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, then, the reasonable belief Special Servicer, on behalf of the Trust, and not the Servicer, is not enforceable under applicable lawshall either (i) enforce such due-on-sale clause or (ii) if it believes such action would be in the best economic interest of the Trust, waive the effect of such provision; provided, furtherhowever, that if at such time the Principal Balance of such Mortgage Loan is greater than $2.5 million and (together with the Principal Balance of all other Mortgage Loans that are cross-collateralized and cross-defaulted with such Mortgage Loan or have the same Mortgagor as such Mortgage Loan or Mortgagors who are affiliated with such Mortgagor under such Mortgage Loan) represents 5% or more of the Aggregate Certificate Balance, then prior to waiving the effect of such provision, the Special Servicer shall obtain Rating Agency Confirmation to the effect that such waiver will not result in the withdrawal, downgrade or qualification (if applicable) of the then current rating on any Class of Certificates. The Special Servicer shall not take any action in relation waive a due-on-sale clause until and unless the Rating Agencies shall have approved such action. With respect to the enforcement of any a Mortgage Loan or Companion Loan with a "due-on-saleencumbrance" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of clause, the Servicer (which with respect to Mortgage Loans and Companion Loans that are not Specially Serviced Mortgage Loans) and the expense shall constitute a Servicing AdvanceSpecial Servicer (with respect to any Specially Serviced Mortgage Loan) delivered will be required to exercise (or waive its right to exercise) any right it may have (i) to accelerate the payments thereon, or (ii) to withhold its consent to the Trustee and creation of any additional lien or other encumbrance, consistent with the Depositor shall conclusively establish Servicing Standard. However, the reasonableness of the Servicer's belief that any "Servicer will not be permitted to waive a due-on-sale" clause is encumbrance provision in connection with the creation of additional debt secured by the related Mortgaged Property without (i) the consent of the Special Servicer (except that the Special Servicer will be deemed to have consented if it does not enforceable under applicable lawrespond to written notice requesting such consent within five Business Days after it has received such notice including the pertinent portions of the related Mortgage File, or copies thereof), and (ii) obtaining a Rating Agency Confirmation from each Rating Agency. (c) The Special Servicer shall have no liability, and shall be indemnified by the Trust, for any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result of the failure of the Rating Agencies, or any of them, to respond to such request in a reasonable period of time. In such eventThe Special Servicer shall promptly forward copies of the assignment and assumption documents relating to any Mortgage Loan or Companion Loan to the Servicer, the Paying Agent and the Trustee, and the Servicer shall make reasonable efforts promptly thereafter forward such documents to enter into an assumption and modification agreement the Rating Agencies. The Special Servicer shall be entitled to (as additional special servicing compensation) 100% of any fee collected from a Mortgagor in connection with the Person to whom Special Servicer granting or withholding such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. consent. (d) The Servicer shall notify have the Trustee that right to consent to any such assumption or substitution agreement has been completed by forwarding transfers of interest of a Mortgagor, to the Trustee extent such transfer is allowed under the original copy terms of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shallLoan or Companion Loan, for all purposes, be considered including any consent to transfer to any subsidiary or affiliate of Mortgagor or to a part of such Mortgage File to person acquiring less than a majority interest in the same extent as all other documents and instruments constituting a part thereofMortgagor. The Servicer shall be responsible for recording entitled to collect and receive from Mortgagors any such assumption or substitution agreements. In customary fees 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 transfers 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. (e) The Trustee for the benefit of the Certificateholders shall execute any necessary instruments in the form presented to it and reasonably acceptable to it by the Servicer (pursuant to subsection (a)) or the Special Servicer (pursuant to subsection (b)) for such assignments and assumptions agreements. Notwithstanding Upon the foregoing paragraph or any other provision closing of this Agreementthe transactions contemplated by such documents, the Servicer shall not be deemed cause the originals of the assignment and assumption agreement, the release (if any), or the modification or supplement to the Mortgage Loan or Companion Loan to be delivered to the Custodian (or, if there is no Custodian, the Trustee) except to the extent such documents have been submitted to the recording office, in defaultwhich event the Servicer shall promptly deliver copies of such documents to the Custodian (or, breach or any if there is no Custodian, the Trustee) and the Special Servicer. (f) The Servicer (only with respect to Mortgage Loan and Companion Loans other violation of its obligations hereunder by reason of any assumption of than Specially Serviced Mortgage Loans) and the Special Servicer (only with respect to Specially Serviced Mortgage Loans) shall not permit a Mortgage Loan by operation of law or any assumption which Companion Loan to be assumed unless the Servicer or the Special Servicer, as the case may be restricted be, determines that the assumption is consistent with the Servicing Standard and the Mortgage Loan or Companion Loan documents. In making such determination, the Servicer or the Special Servicer, as the case may be, shall, among other things, take into account, subject to the Servicing Standard and the Mortgage Loan and Companion Loan documents, any increase in taxes (based on a fully assessed number calculated off of the proposed purchase price) as a result of the transfer. The Servicer or the Special Servicer, as the case may be, shall compute a debt service coverage ratio for the Mortgage Loan or Companion Loan using leasing commissions, tenant improvement costs and capital expenditures deducted from cash flow in amounts equal to the originator's capital expenditures, tenant improvement costs and leasing commission items at origination and taxes based on a fully assessed number calculated off of the proposed purchase price and shall provide copies of the results of such calculation to each Rating Agency showing a comparison of the recalculated debt service coverage ratio versus the debt service coverage ratio at origination. (g) In no event shall the Servicer enter into an assignment and assumption with respect to the Mortgage Loan secured by law from preventing, for any reason whatsoeverthe Mortgaged Properties identified on the Mortgage Loan Schedule as "Manufactured Home Communities" in the absence of a Rating Agency Confirmation.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When . (a) Except as otherwise provided in this Section 3.11, when any property subject to a Mortgaged Property Mortgage has been or is about to be conveyed by the Mortgagor, the Servicer shallshall to the extent that it has knowledge of the conveyance and in accordance with the Servicing Standard, except as set forth belowenforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at Notwithstanding the expense 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 has been conveyed or is proposed to be conveyed satisfies the conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the Servicer (which mortgagee under the expense shall constitute Mortgage Note or Mortgage is not otherwise so required under the Mortgage Note or Mortgage as a Servicing Advance) delivered condition to the Trustee and transfer. (i) the Depositor shall conclusively establish the reasonableness of the Servicer's belief that Servicer is prohibited by law from enforcing any "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 (iv) nonenforcement is not enforceable under applicable law. In such eventotherwise permitted hereunder, the Servicer shall make reasonable efforts is authorized, subject to Section 3.11(b), to take or enter into an assumption and modification agreement from or with the Person person to whom such the property has been or is about to be conveyed, pursuant to which such Person the person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgagestate law, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, 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 the Person, pursuant to which the original Mortgagor is released from liability and such the Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to Notwithstanding the foregoing, the Servicer shall not be required deemed to be in default under this Section 3.11 because of any transfer or assumption that the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever. (b) Subject to the Servicer’s duty to enforce any "due-on-sale" sale clause if to the extent provided in Section 3.11(a), in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and the reasonable judgment of the Servicer, entering Person is to enter into an assumption and 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 prepare and deliver to the Trustee for signature and shall direct the Trustee, in writing, to execute the assumption agreement with a the Person to whom such property shall the Mortgaged Property is to be conveyed conveyed, and releasing the original Mortgagor from liability would be in modification agreement or supplement to the best interests Mortgage Note or Mortgage or other instruments appropriate to carry out the terms of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to the requirementsPerson. In connection with any such assumption, representations no material term of the Mortgage Note may be changed. In addition, the substitute Mortgagor and warranties the Mortgaged Property must be acceptable to the Servicer in accordance with its underwriting standards as then in effect. Together with each substitution, assumption, or other agreement or instrument delivered to the Trustee for execution by it, the Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Agreementsubsection have been met in connection therewith. The Servicer shall notify the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such the substitution or assumption or substitution agreement (indicating agreement, which in the Mortgage File to which it relates) which copy case of the original shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such the Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording will retain 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 it for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements. When a . (a) Except as otherwise provided in this Section 3.11(a), when any Mortgaged Property has been or is about to be conveyed by the related Mortgagor, the Master Servicer shall, except as set forth below, to the extent that it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under enforce any "due-on-sale" sale clause contained in the related Mortgage Note or Mortgage Note; providedMortgage, however, that to the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under the related FHA Mortgage Insurance Contract or any Required Insurance Policy. An Opinion of Counsel at In the expense of event that the Master Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that is prohibited by law from enforcing any "such due-on-sale" clause is not enforceable sale clause, or if coverage under applicable law. In such eventthe related FHA Mortgage Insurance Contract or any Required Insurance Policy would be adversely affected, the Master Servicer shall make reasonable efforts is authorized, subject to Section 3.11(b), to take or enter into an assumption and modification agreement from or with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgagestate law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the related FHA Mortgage Insurance Contract and the applicable Required Insurance Policies. If The Master Servicer, subject to Section 3.11(b), is also authorized with the foregoing is not permitted under applicable lawprior approval of the FHA and, if necessary and appropriate, the Servicer is authorized insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such Personperson, pursuant to which the original Mortgagor is released from liability and such Person person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to Notwithstanding the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.11(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing, for any reason whatsoever. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.11(a) hereof, in any case in which a Mortgaged Property has been conveyed by the related Mortgagor, if an assumption is permitted under Section 3.11(a) and the Person to whom the Mortgaged Property is to be conveyed is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage held for the benefit of the Certificateholders that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer shall deliver or cause to be delivered to the Trustee for signature the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. The Master Servicer shall also deliver or cause to be delivered to the Trustee with the foregoing documents a letter explaining the nature of such documents and the reason or reasons why the Trustee's signature is required. With such letter, the Master Servicer shall deliver to the Trustee a certificate of a Servicing Officer certifying that: (i) a Servicing Officer has examined and approved such documents as to form and substance, (ii) the Trustee's execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid principal balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (iii) any required consents of the FHA and insurers under any Required Insurance Policies have been obtained and (iv) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first (or, if so reflected on the Mortgage Asset Schedule, a second) mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under the related FHA Mortgage Insurance or any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) the Mortgage Rate on the Mortgage Loan will not be altered nor will the term of the Mortgage Loan be increased as a result of such assumption or transfer and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the Master Servicer used underwriting standards of prudent underwriters of FHA-insured project mortgage loans in the state where the related Mortgaged Property is located in evaluating the creditworthiness of the purchaser/transferee, and such release will not (based on the Master Servicer's good faith and reasonable determination) adversely affect the collectibility of the Mortgage Loan. Upon receipt of such certificate, the Trustee for the benefit of the Certificateholders shall execute any necessary instruments for such assumption or substitution of liability. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee for the benefit of the Certificateholders and deposited in the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer as additional servicing compensation. (c) When any Mortgaged Property has been further encumbered by the related Mortgagor, the Master Servicer shall, to the extent it has knowledge of such encumbrance, enforce any due-on-encumbrance clause contained in the related Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under the related FHA Mortgage Insurance Contract or any Required Insurance Policy.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. ; Certain Assignments. (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth belowor Subservicer, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under shall enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to Notwithstanding the foregoing, : (i) the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.13(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the 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 is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage (or with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage Loan), (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any reason whatsoeveralteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the Startup Date would be imposed on any REMIC created hereunder as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When . (i) Except as otherwise provided in this Section, when any property subject to a Mortgaged Property Mortgage has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, shall to the extent that it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at Notwithstanding the expense foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that is prohibited by law from enforcing any "such due-on-sale" clause sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is not enforceable under applicable law. In such eventotherwise permitted hereunder, the Master Servicer shall make reasonable efforts is authorized, subject to Section 3(m)(ii), to take or enter into an assumption and modification agreement from or with the Person person to whom such property has been or is about to be conveyed, pursuant to which such Person person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgagestate 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. If The Master Servicer, subject to Section 3(m)(ii), is also authorized with the foregoing is not permitted prior approval of the insurers under applicable law, the Servicer is authorized any Required Insurance Policies to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to Notwithstanding the foregoing, the Master Servicer shall not be required deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever. (ii) Subject to the Master Servicer’s duty to enforce any "due-on-sale" sale clause if to the extent set forth in the reasonable judgment of the ServicerSection 3(m)(i) hereof, entering 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 and 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 Master Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with a the Person to whom such property shall the Mortgaged Property is to be conveyed and releasing such modification agreement or supplement to the original Mortgagor from liability would be in Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the best interests terms of the CertificateholdersMortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. 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. Together with each such substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the Master Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in connection therewith. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating agreement, which in the Mortgage File to which it relates) which copy case of the original shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Master Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall will be retained by or paid to the Master Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements. When . (a) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Whole Loan which contains a provision in the nature of a "due-on-sale" clause (including, without limitation, any clause which governs sales or transfers of the Mortgaged Property has been (in full or in part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the related Mortgagor or its owners), which by its terms: (i) provides that such Mortgage Loan or Serviced Whole Loan shall (or may at the mortgagee's option) become due and payable upon such sale, transfer, pledge or hypothecation; (ii) provides that such Mortgage Loan or Serviced Whole Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer; or (iii) provides that such Mortgage Loan or Serviced Whole Loan may be assumed or the related Mortgaged Property may be transferred without the consent of the mortgagee, provided certain conditions set forth in the Mortgage Loan documents are satisfied, then, for so long as such Mortgage Loan or Serviced Whole Loan is about serviced pursuant to be conveyed by the Mortgagorthis Agreement, the Servicer shallupon receipt of notice of an action that may affect the lender's rights with respect to such "due-on-sale" clause, except as set forth belowshall forward such notice, along with copies of the relevant loan documents, to the extent it has knowledge Special Servicer and the Special Servicer, on behalf of such conveyance or prospective conveyancethe Trustee as the mortgagee of record, shall subject to Section 3.08(e) and 3.11, exercise (or waive its rights right to exercise) any right it may have with respect to such Mortgage Loan or Serviced Whole Loan (x) to accelerate the maturity payments thereon, (y) to withhold its consent to any such sale or other transfer and (z) in the case of a "due-on-sale" clause described in clause (a)(iii) above, to determine whether the conditions set forth in the Loan Documents have been satisfied, in each case in a manner consistent with the Servicing Standard. (b) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan which contains a provision in the nature of a "due-on-encumbrance" clause (including, without limitation, any clause which governs mezzanine financing of the related Mortgagor or the related Mortgaged Property or any sale or transfer of preferred equity in the related Mortgagor or its owners), which by its terms: (i) provides that such Mortgage Loan or Serviced Whole 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 the direct or indirect equity interest in the related Mortgagor; (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property or in the equity of the related Mortgagor; or (iii) provides that such Mortgaged Property may be further encumbered without the consent of the mortgagee provided that certain conditions set forth in the related Mortgage Loan documents have been satisfied; then, for so long as such Mortgage Loan or Serviced Whole Loan is serviced pursuant to this Agreement, such Servicer upon receipt of notice of an action that may affect the lender's rights with respect to such "due-on-encumbrance" clause, shall forward such notice, along with copies of the relevant loan documents, to the Special Servicer and the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, subject to Section 3.08(e) and Section 3.11, exercise (or waive its right to exercise) any right it may have with respect to such Mortgage Loan or Serviced Whole Loan (x) to accelerate the payments thereon, (y) to withhold its consent to the creation of any such additional lien or other encumbrance, and (z) in the case of a "due-on-encumbrance" clause described in clause (b)(iii) above, to determine whether the conditions set forth in the Mortgage Loan documents have been satisfied, in each case in a manner consistent with the Servicing Standard. The Servicers shall reasonably cooperate with the Special Servicer and shall provide the Special Servicer with any additional information from the related Credit File that the Special Servicer reasonably may request. (c) Nothing in this Section 3.08 shall constitute a waiver of the Trustee's right, as the mortgagee of record, to receive notice of any assumption of any Mortgage Loan or Serviced Whole Loan it is required to service hereunder, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect to such Mortgaged Property. (d) Except as otherwise permitted by Section 3.20, neither the Servicers nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan or Serviced Whole Loan in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08, other than the identity of the Mortgagor pursuant to an assumption agreement. (e) Notwithstanding the foregoing, the Special Servicer shall not waive any rights under a "due-on-sale" or "due-on-encumbrance" clause unless it first obtains a written confirmation that such waiver would not cause the downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates from (i) S&P, with respect to any Mortgage Loan (together with any Mortgage Loans cross-collateralized with such Mortgage Loans but excluding any Non-Serviced Mortgage Loans) (A) with respect to any "due-on-sale" clause contained of any Mortgage Loan, if the applicable Mortgage Loan (1) represents 5% or more of the Stated Principal Balance of all of the Mortgage Loans held by the Trust, (2) the Stated Principal Balance of such Mortgage Loan is over $35,000,000 or (3) is one of the ten largest Mortgage Loans in the related Trust based on principal balance or (B) with respect to any "due-on-encumbrance" clause if the applicable Mortgage Loan (1) represents 2% or more of the Stated Principal Balance of all of the Mortgage Note; providedLoans held by the Trust (or, however5% or more if such Stated Principal Balance is less than $100,000,000), (2) has a principal balance over $20,000,000, (3) is one of the ten largest Mortgage Loans based on Stated Principal Balance, (4) has a Loan-to-Value Ratio (which includes Additional Debt and proposed debt, if any) that is greater than or equal to 85%, or (5) has a Debt Service Coverage Ratio (which includes debt service on Additional Debt and proposed debt, if any) that is less than 1.2x, and (ii) Moody's with respect to any Mortgage Loan (together with any Mortgage ▇▇▇▇▇ cross-collateralized with such Mortgage Loans but excluding any Non-Serviced Mortgage Loan) that represents one of the ten largest Mortgage Loans based on Stated Principal Balance. Notwithstanding the foregoing, with respect to each Serviced Pari Passu Loan, the Special Servicer shall not exercise waive any such right if the rights under a "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the enforcement of any or "due-on-saleencumbrance" clause which unless it also obtains a written confirmation that such waiver would adversely affect not cause the downgrade, qualification or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense withdrawal of the then current rating assigned to any of any class of related Serviced Companion Loan Securities from any Rating Agencies rating such Serviced Companion Loan Securities. The Special Servicer (shall provide copies of any such waivers to each Rating Agency with respect to each Mortgage Loan and with respect to each Specially Serviced Mortgage Loan. Any fee charged by each Rating Agency in connection with rendering such written confirmation shall be paid by the related Mortgagor as a condition of considering such waiver, unless the related loan documents do not permit the lender to require payment of such fees from the Mortgagor, in which case such fees shall be paid by the expense shall constitute a Servicing Advance) delivered to related Mortgage Loan Seller in accordance with the Trustee and the Depositor shall conclusively establish the reasonableness provisions of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the related Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Loan Purchase Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Special Servicer shall be responsible for recording any obtaining fees due to the Rating Agencies, as set forth in the preceding sentence. The Special Servicer shall not permit a Mortgage Loan or Serviced Whole Loan to be assumed unless the Special Servicer determines that such assumption or substitution agreementsis consistent with the Servicing Standard and the loan documents. In connection with any For a Mortgaged Property located in California, in making such assumption or substitution agreementdetermination, the Monthly Payment Special Servicer, shall, among other things, take into account, subject to the Servicing Standard and the loan documents, any increase in taxes assuming the transfer occurs (using taxes based on a fully assessed number calculated off the related proposed purchase price). For a Mortgaged Property located in California, the Special Servicer shall, compute a debt service coverage ratio for the Mortgage Loan shall not be changed but shall remain as using leasing commissions, tenant improvement costs and capital expenditures deducted from cash flow in effect immediately prior amounts equal to the assumption or substitutionoriginator's underwritten capital expenditure, tenant improvement and leasing commission items at origination and taxes based on a fully assessed number calculated off the proposed purchase price and shall provide copies of the results of such calculations to S&P and Moody's showing a comparison of the recalculated debt service coverag▇ ▇▇▇▇▇ versus the debt service coverage ratio at origination. (f) Notwithstanding anything herein to the contrary, the stated maturity Servicers shall approve and close, without the consent of the Special Servicer, the Directing Certificateholder or outstanding principal amount of (if such Mortgage Loan has a Stated Principal Balance of less than $35,000,000) any Rating Agency, all initial syndications of tenant-in-common interests, provided such syndications are specifically permitted by and in accordance with the related loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, that is not a Specially Serviced Mortgage Loan. Upon completion of any such initial transfer, the applicable Servicer shall not be changed nor promptly provide notice by electronic mail thereof to the Special Servicer, which notice shall any required monthly payments also (i) advise the Special Servicer as to the total number of principal transfers with respect to such Mortgage Loan or interest be deferred or forgiven. Any fee collected Serviced Whole Loan that such Servicer has approved and closed as of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the related loan documents, and (ii) advise the Special Servicer for consenting of when, with respect to any such conveyance Mortgage Loan or entering into an assumption or substitution agreement Serviced Whole Loan, such tenant-in-common syndication is complete. All transfers of a tenant-in-common interest subsequent to the initial syndication shall be retained processed and approved solely by the Special Servicer. Any request for a modification to or paid to extension of the Servicer as additional servicing compensation. Notwithstanding final initial syndication date respecting any such tenant-in-common transfers or increase in the foregoing paragraph or any other provision permitted number of this Agreement, tenant-in-common interests under the Servicer initial syndication shall not be deemed to be in default, breach or any other violation of its obligations hereunder processed and approved solely by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoeverSpecial Servicer.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When a . (a) Except as otherwise provided in this Section 3.13, when any Mortgaged Property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth belowshall use reasonable efforts, to the extent that it has actual knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at Notwithstanding the expense foregoing, the Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise required under such Mortgage Note or Mortgage as a condition to such transfer. If (i) the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that is prohibited by law from 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 (iv) nonenforcement is not enforceable under applicable law. In such eventotherwise permitted hereunder, the Servicer shall make reasonable efforts is authorized, subject to Section 3.13(b), to take or enter into an assumption and modification agreement from or with the Person to whom such property Mortgaged Property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgagestate law, the Mortgagor remains liable thereon. If ; provided that the foregoing is not permitted under applicable law, Mortgage Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Required Insurance Policies. The Servicer, subject to Section 3.13(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to Notwithstanding the foregoing, the Servicer shall not be required deemed to be in default under this Section 3.13 by reason of any transfer or assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever. (b) Subject to the Servicer’s duty to enforce any "due-on-sale" sale clause to the extent 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 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 prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable judgment or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In no event shall the Trustee incur liability for executing any document under this Section 3.13 at the direction of the Servicer. In connection with any such assumption, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests no material term of the CertificateholdersMortgage Note may be changed. The Mortgage LoanIn addition, as assumed, shall conform in all respects the substitute Mortgagor and the Mortgaged Property must be acceptable to the requirementsServicer in accordance with its underwriting standards as then in effect. Together with each such substitution, representations and warranties assumption or other agreement or instrument delivered to the Trustee for execution by it, the Servicer shall deliver an Officer’s Certificate signed by a Servicing Officer stating that the requirements of this Agreementsubsection have been met. The Servicer shall notify the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee (or at the direction of the Trustee, the Custodian) the original copy of such substitution or assumption or substitution agreement (indicating agreement, which in the Mortgage File to which it relates) which copy case of the original shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall may be retained by or paid to the Servicer as additional master servicing compensation. Notwithstanding the foregoing paragraph or any other provision foregoing, to the extent permissible under applicable law and at the request of this Agreementthe Servicer, the Trustee shall execute and deliver to the Servicer shall not be deemed 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 in default, breach or any other violation of its obligations hereunder executed by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoeverTrustee under this Section 3.13.

Enforcement of Due. OnON-Sale ClausesSALE CLAUSES; Assumption AgreementsASSUMPTION AGREEMENTS. When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth below, to the extent it has knowledge of such prospective conveyance or prospective and prior to the time of the consummation of such conveyance, exercise its on behalf of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Loan Note, under any "due-on-sale" clause contained in the related Mortgage or Mortgage Noteapplicable thereto; provided, however, that the Master Servicer shall not exercise any such right if the "due-on-sale" sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action law or if such exercise would result in relation to the enforcement non-coverage of any "due-on-sale" clause which resulting loss that would adversely affect or jeopardize coverage otherwise be covered under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable lawinsurance policy. In the event the Master Servicer is prohibited from exercising such eventright, the Master Servicer shall make reasonable efforts is authorized to take or enter into an assumption and modification agreement from or with the Person to whom such property a Mortgaged Property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable state law or unless the MortgageMortgage Note contains a provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon; provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by any related Primary Insurance Policy. If the foregoing is not permitted under applicable law, the The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Master Servicer shall notify the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such substitution or assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on terms of the related Mortgage Loan Note shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgivenchanged. Any fee collected by the applicable Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When a . (a) Except as otherwise provided in this Section 3.13, when any Mortgaged Property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth belowshall use reasonable efforts, to the extent that it has actual knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at Notwithstanding the expense foregoing, the Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise required under such Mortgage Note or Mortgage as a condition to such transfer. If (i) the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that is prohibited by law from 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 (iv) nonenforcement is not enforceable under applicable law. In such eventotherwise permitted hereunder, the Servicer shall make reasonable efforts is authorized, subject to Section 3.13(b), to take or enter into an assumption and modification agreement from or with the Person to whom such property Mortgaged Property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgagestate law, the Mortgagor remains liable thereon. If ; provided that the foregoing is not permitted under applicable law, Mortgage Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Required Insurance Policies. The Servicer, subject to Section 3.13(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. In addition to Notwithstanding the foregoing, the Servicer shall not be required deemed to be in default under this Section 3.13 by reason of any transfer or assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever. (b) Subject to the Servicer's duty to enforce any "due-on-sale" sale clause to the extent 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 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 prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable judgment or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In no event shall the Trustee incur liability for executing any document under this Section 3.13 at the direction of the Servicer. In connection with any such assumption, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests no material term of the CertificateholdersMortgage Note may be changed. The Mortgage LoanIn addition, as assumed, shall conform in all respects the substitute Mortgagor and the Mortgaged Property must be acceptable to the requirementsServicer in accordance with its underwriting standards as then in effect. Together with each such substitution, representations and warranties assumption or other agreement or instrument delivered to the Trustee for execution by it, the Servicer shall deliver an Officer's Certificate signed by a Servicing Officer stating that the requirements of this Agreementsubsection have been met. The Servicer shall notify the Trustee that any such substitution or assumption or substitution agreement has been completed by forwarding to the Trustee (or at the direction of the Trustee, the Custodian) the original copy of such substitution or assumption or substitution agreement (indicating agreement, which in the Mortgage File to which it relates) which copy case of the original shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution of liability agreement shall may be retained by or paid to the Servicer as additional master servicing compensation. Notwithstanding the foregoing paragraph or any other provision foregoing, to the extent permissible under applicable law and at the request of this Agreementthe Servicer, the Trustee shall execute and deliver to the Servicer shall not be deemed 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 in default, breach or any other violation of its obligations hereunder executed by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoeverTrustee under this Section 3.13.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the related Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the such Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the related Servicer (which the expense shall constitute a Servicing Advance) delivered to the Master Servicer, the Trustee and the Depositor shall conclusively establish the reasonableness of the such Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the related Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the related Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the related Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the such Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The related Servicer shall notify the Trustee Custodian that any such assumption or substitution agreement has been completed by forwarding to the Trustee Custodian the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee Custodian to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The related Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the a Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the 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 assumption which the such Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law; provided, further, that the Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Securities Administrator, the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee Securities Administrator that any such assumption or substitution agreement has been completed by forwarding to the Trustee Securities Administrator the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee Securities Administrator to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. ; Certain Assignments. (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth belowor Subservicer, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under shall enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to Notwithstanding the foregoing, : (i) the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.13(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the 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 is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any reason whatsoeveralteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the Startup Date would be imposed on any REMIC created hereunder as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25% below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. ; Certain Assignments. (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth belowor Subservicer, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under shall enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to Notwithstanding the foregoing, : (i) the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.13(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the 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 is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as REMICs under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or junior lien of the same priority in relation to any senior mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any reason whatsoeveralteration or demolition of the related Mortgaged Property without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that each of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V would continue to qualify as a REMIC under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit N, in form and substance satisfactory to the Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. ; Certain Assignments. (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth belowor Subservicer, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under shall enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to Notwithstanding the foregoing, : (i) the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.13(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on- sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the 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 is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any of REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as REMICs under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien (or junior lien of the same priority in relation to any senior mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for any reason whatsoeversuch assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation.

Enforcement of Due. On-Sale Clauses; Assumption Agreements. When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the related Servicer shall, except as set forth below, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Mortgage Note; provided, however, that the such Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the such Servicer, is not enforceable under applicable law; provided, further, that the such Servicer shall not take any action in relation to the enforcement of any "due-on-sale" clause which would adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the related Servicer (which the expense shall constitute a Servicing Advance) delivered to the Securities Administrator, the Trustee and the Depositor shall conclusively establish the reasonableness of the such Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the a Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the related Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to the foregoing, the a Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the such Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The A Servicer shall notify the Trustee Securities Administrator that any such assumption or substitution agreement has been completed by forwarding to the Trustee Securities Administrator the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee Securities Administrator to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Each Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the a Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the such Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the no Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the related Servicer may be restricted by law from preventing, for any reason whatsoever.

Enforcement of Due. Onon-Sale Clauses; Assumption and Modification Agreements. ; Certain Assignments. (a) When a any Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Master Servicer shall, except as set forth belowor Subservicer, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under shall enforce any "due-on-sale" sale clause contained in any Mortgage Note or Mortgage, to the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable extent permitted under applicable law; providedlaw and governmental regulations, further, that the Servicer shall not take any action in relation but only to the extent that such enforcement of any "due-on-sale" clause which would will not adversely affect or jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel at the expense of the Servicer (which the expense shall constitute a Servicing Advance) delivered to the Trustee and the Depositor shall conclusively establish the reasonableness of the Servicer's belief that any "due-on-sale" clause is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note. In addition to Notwithstanding the foregoing, : (i) the Servicer shall not be required to enforce any "due-on-sale" clause if in the reasonable judgment of the Servicer, entering into an assumption and modification agreement with a Person to whom such property shall be conveyed and releasing the original Mortgagor from liability would be in the best interests of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder default under this Section 3.13(a) by reason of any assumption of a Mortgage Loan by operation of law transfer or any assumption which the Master Servicer may be is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the 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 is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any reason whatsoeveralteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the Startup Date would be imposed on any REMIC created hereunder as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25% below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan, and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.