Common use of Foreclosure Rights Clause in Contracts

Foreclosure Rights. (a) For so long as the Seller is the Majority Certificateholder, the Servicer shall not commence foreclosure proceedings with respect to a Mortgage Loan unless (i) no later than five Business Days prior to its commencement of such foreclosure proceedings, it provides written notice to the Master Servicer and the Majority Certificateholder of its intention to do so, and (ii) the Majority Certificateholder consents in writing to such action; provided, however, if the Majority Certificateholder does not consent in writing within five Business Days of receipt of written notice from the Servicer of its intention to foreclose, consent shall be deemed to have been given by the Majority Certificateholder. (b) In addition, for so long as the Seller is the Majority Certificateholder, in the event that the Servicer determines not to proceed with foreclosure proceedings with respect to a Mortgage Loan that becomes 60 days or more delinquent and the Servicer has determined that it is unable to collect payments due under such Mortgage Loan, the Servicer shall, prior to taking any action with respect to such Mortgage Loan, promptly provide the Master Servicer and the Majority Certificateholder with notice of such determination and a description of such other action that it intends to take with respect to such Mortgage Loan; provided, that the Servicer shall not be permitted to proceed with any such action unless the Majority Certificateholder consents in writing to the Servicer taking such action; provided, however, if the Majority Certificateholder does not consent in writing within five Business Days of receipt of written notice from the Servicer of its intention to take such action, consent shall be deemed to have been given by the Seller. (c) If the Majority Certificateholder does not consent to an action or contemplated action of the Servicer pursuant to either (a) or (b) above, then the Majority Certificateholder shall instruct the Servicer to hire, at the Majority Certificateholder’s sole cost and expense, three appraisal firms, selected by the Servicer in its sole and absolute discretion from the list of appraisal firms attached as Exhibit H, to compute the fair value of the Mortgaged Property relating to the related Mortgage Loan utilizing the Fxxxxx Mae Form 2055 Exterior-Only Inspection Residential Appraisal Report (each such appraisal-firm computation, a “Fair Value Price”), in each case (other than as set forth in (d) below) no later than 30 days from the date of such Majority Certificateholder objection. If the Servicer shall have received three Fair Value Prices by the end of such 30-day period, then the Majority Certificateholder shall, no later than 5 business days after the expiration of such 30-day period, purchase such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (i) accrued and unpaid interest on such Mortgage Loan as of such purchase date (“Accrued Interest”), (ii) the highest of such three Fair Value Prices respectively determined by such appraisal firms, and shall promptly deliver such amount to the Servicer for deposit into the Custodian Account and (iii) all unreimbursed servicing advances. All costs relating to the computation of the related Fair Value Prices shall be for the account of the Majority Certificateholder and shall be paid by the Majority Certificateholder at the time of such Mortgage Loan and the related Mortgaged Property are purchased by the Majority Certificateholder. (d) Notwithstanding anything herein to the contrary, the Majority Certificateholder shall not be entitled to any of its rights set forth herein with respect to a Mortgage Loan following its failure to purchase such Mortgage Loan and the related Mortgaged Property, at the related purchase price set forth in this Section 4.17 within the timeframe set forth in this Section 4.17 following the Majority Certificateholder’s objection to an action of the Servicer, and the Servicer shall provide the Master Servicer written notice of such failure. (e) Any notice, confirmation, instruction or objection pursuant to paragraphs (a), (b) and (c) above may be delivered via facsimile or other written or electronic communication as the parties hereto and the Majority Certificateholder may agree to from time to time. (f) For the avoidance of doubt, the Majority Certificateholder’s rights set forth in this Section 4.17 are intended to provide the Majority Certificateholder, for so long as it owns 100% of the Owner Trust Certificates (each, as defined in Appendix A of the Indenture) and has not forfeited its right under this Section 4.17 as set forth in clause (d) above, with the unilateral right to control foreclosure decisions in respect of delinquent and defaulted Mortgage Loans, and certain exclusive purchase rights so as to maximize the recovery value on delinquent and defaulted Mortgage Loans. To the extent that the Majority Certificateholder purchases any Mortgage Loan pursuant to this Section 4.17, the Servicer will continue to service such Mortgage Loan in accordance with this Agreement. The parties acknowledge that, in such event, the Master Servicer will have no duty or responsibility to master service any such Mortgage Loan.”

Foreclosure Rights. (a) For so long as the Seller is Certificateholder also holds all of the Majority CertificateholderSubordinate Notes and has not previously breached its obligation to purchase a Mortgage Loan as set forth herein, neither of the Servicer Initial Sub-Servicers shall not commence foreclosure proceedings with respect to a Mortgage Loan unless (i) no later than five Business Days prior to its commencement of such foreclosure proceedings, it provides written notice to notifies the Master Servicer and the Majority Certificateholder of its intention to do so, and (ii) the Majority Certificateholder consents in writing Certificateholder, either directly or through the Master Servicer, does not, within such five-Business-Day period, affirmatively object to such action; provided, however, if the Majority Certificateholder does not consent in writing within five Business Days of receipt of written notice from the Servicer of its intention to foreclose, consent shall be deemed to have been given by the Majority Certificateholder. (b) In addition, for so long as the Seller is Certificateholder also holds all of the Majority CertificateholderSubordinate Notes and has not previously breached its obligation to purchase a Mortgage Loan as set forth herein, in the event that the related Initial Sub-Servicer determines not to proceed with foreclosure proceedings with respect to a Mortgage Loan that becomes 60 days or more delinquent and the such Initial Sub-Servicer has determined that it is unable to collect payments due under such Mortgage LoanLoan in accordance with Accepted Servicing Practices, the such Initial Sub-Servicer shall, prior to taking any action with respect to such Mortgage Loan, promptly provide the Master Servicer and the Majority Certificateholder with notice of such determination and a description of such other action that as it intends to take with respect to such Mortgage Loan; provided, that the related Initial Sub-Servicer shall not be permitted to proceed with any such action unless the Majority Certificateholder consents in writing Certificateholder, either directly or through the Master Servicer, does not, within five Business Days following such notice, affirmatively object to the such Initial Sub-Servicer taking such action; provided, however, if the Majority Certificateholder does not consent in writing within five Business Days of receipt of written notice from the Servicer of its intention to take such action, consent shall be deemed to have been given by the Seller. (c) If the Majority Certificateholder does not consent timely and affirmatively objects to an action or contemplated action of the related Initial Sub-Servicer pursuant to either (a) or (b) above, then the Majority Certificateholder shall instruct the Master Servicer to hire, at the Majority Certificateholder’s sole cost and expense, three appraisal firms, selected by the Master Servicer in its sole and absolute discretion from the list of appraisal firms attached as Exhibit HE, to compute the fair value of the Mortgaged Property relating to the related Mortgage Loan utilizing the Fxxxxx Xxxxxx Mae Form 2055 Exterior-Only Inspection Residential Appraisal Report (each such appraisal-firm computation, a “Fair Value Price”), in each case (other than as set forth in (d) below) no later than 30 days from the date of such Majority Certificateholder objection. If the Master Servicer shall have received three Fair Value Prices by the end of such 30-day period, then the Majority Certificateholder shall, no later than 5 business days after the expiration of such 30-day period, purchase such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (i) accrued and unpaid interest on such Mortgage Loan as of such purchase date (“Accrued Interest”), ) and (ii) the highest of such three Fair Value Prices respectively determined by such appraisal firms, and shall promptly deliver such amount to the related Initial Sub-Servicer for deposit into the Custodian Account and (iii) all unreimbursed servicing advancesAccount. All costs relating to the computation of the related Fair Value Prices shall be for the account of the Majority Certificateholder and shall be paid by the Majority Certificateholder at the time of such Mortgage Loan and the related Mortgaged Property are purchased by the Majority Certificateholder. (d) If the Master Servicer shall not have received three Fair Value Prices at the end of the 30-day period set forth in (c) above, then: (i) The Master Servicer shall obtain such three Fair Value Prices no later than 15 days after the end of such 30-day period. (ii) If the Master Servicer shall have only received two Fair Value Prices at the end of such 15-day extension period, then the Master Servicer will determine, in its sole and absolute discretion, the fair value of the Mortgaged Property relating to such Mortgage Loan, related Insurance Proceeds and the current delinquency status of such Mortgage Loan) (such fair value, the “Master Servicer Fair Value Price”), and the Certificateholder shall, no later than 5 days after the expiration of such 15-day extension period, purchase (and deliver to the related Initial Sub-Servicer the purchase price for) such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (A) Accrued Interest thereon and (B) the higher of (1) the highest of such two Fair Value Prices determined by such appraisal firms and (2) the Master Servicer Fair Value Price. (iii) If the Master Servicer shall have received only one Fair Value Price at the end of such 15-day extension period, then the Master Servicer will determine, in its sole and absolute discretion, the Master Servicer Fair Value Price of the Mortgaged Property related to such Mortgage Loan, and: (A) if such Master Servicer Fair Value Price is equal to or greater than the unpaid principal balance of the related Mortgage Loan as of such date (the “Unpaid Principal Balance”), then the Certificateholder shall, no later than 5 days after the expiration of such 15-day extension period, purchase (and deliver to the related Initial Sub-Servicer the purchase price for) such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (1) Accrued Interest thereon and (2) such Master Servicer Fair Value Price; and (B) if such Master Servicer Fair Value Price is less than the related Unpaid Principal Balance, then the Certificateholder shall, no later than 5 days after the expiration of such 15-day extension period, purchase (and deliver to the related Initial Sub-Servicer the purchase price for) such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (1) Accrued Interest thereon and (2) the related Unpaid Principal Balance (such sum, the “Preliminary Purchase Price”); provided, that the provisions of clause (d)(iv) shall thereafter apply. (iv) Following the payment by the Certificateholder of the Preliminary Purchase Price, the Master Servicer shall continue to hire appraisal firms at the Certificateholder’s sole cost and expense to compute the Fair Value Price of the Mortgaged Property related to such Mortgage Loan, and at such time as two such Fair Value Prices shall have been obtained: (A) if the sum of (1) Accrued Interest on the related Mortgage Loan and (2) the higher of (x) the highest of such two Fair Value Prices determined by such appraisal firms and (y) the Master Servicer’s Fair Value Price of the Mortgaged Property related to such Mortgage Loan (such sum, the “Revised Fair Value Price”) is greater than such Preliminary Purchase Price, then the Master Servicer shall promptly notify the Certificateholder and the related Initial Sub-Servicer of such calculation, and the Certificateholder shall, no later than 5 days after such notice, remit to the related Initial Sub-Servicer, for deposit into the Custodian Account, the difference between such Revised Fair Value Price and such Preliminary Purchase Price; and (B) if such Preliminary Purchase Price is greater than such Revised Fair Value Price, then the Master Servicer shall promptly notify the Certificateholder and the related Initial Sub-Servicer of such calculation, and the related Initial Sub-Servicer shall, no later than 5 days after such notice, remit to the Certificateholder, from funds then on deposit in the Custodian Account, the difference between such Preliminary Purchase Price and such Revised Fair Value Price. (e) Notwithstanding anything herein to the contrary, the Majority Certificateholder shall not be entitled to any of its rights set forth herein with respect to a Mortgage Loan following its failure to purchase such Mortgage Loan and the related Mortgaged Property, at the related purchase price set forth in this Section 4.17 2.26 within the timeframe set forth in this Section 4.17 2.26 following the Majority Certificateholder’s objection to an action of the related Initial Sub-Servicer, and the such Initial Sub-Servicer shall provide the Master Servicer written notice of such failure. Moreover, the Certificateholder shall not be entitled to any of the rights in this Section 2.26 if any of the Subordinate Notes are held by entities that are unaffiliated with such Certificateholder. (ef) Any notice, confirmation, instruction or objection pursuant to paragraphs (a), (b), (c) and (cd) above may be delivered via facsimile or other written or electronic communication as the parties hereto and the Majority Certificateholder may agree to from time to time. (fg) For the avoidance of doubt, the Majority Certificateholder’s rights set forth in this Section 4.17 2.26 are intended to provide the Majority Certificateholder, for so long as it owns 100% of the Owner Privately Offered Notes and the Trust Certificates (each, as defined in Appendix A of the Indenture) and has not forfeited its right under this Section 4.17 2.26 as set forth in clause (de) above, with the unilateral right to control foreclosure decisions in respect of delinquent and defaulted Mortgage Loans, and certain exclusive purchase rights so as to maximize the recovery value on delinquent and defaulted Mortgage Loans. To the extent that the Majority Certificateholder purchases any Mortgage Loan pursuant to this Section 4.172.26, the related Initial Sub-Servicer will continue to service such Mortgage Loan in accordance with this Agreement. The parties acknowledge that, in such event, the Master Servicer will have no duty or responsibility to master service any such Mortgage Loan.” (h) Subject to the conditions set forth herein, once the Certificateholder no longer holds all of the Subordinate Notes, or following the forfeiture of such Holder's rights as set forth in this Section 2.26, the Seller may, at its option, purchase from the Trust any Mortgage Loan which has been delinquent for at least 91 days. That purchase shall be at a purchase price equal to the Repurchase Price.

Foreclosure Rights. (a) For so long as the Seller is the Majority Certificateholder, the Servicer shall not commence foreclosure proceedings with respect to a Mortgage Loan unless (i) no later than five Business Days prior to its commencement of such foreclosure proceedings, it provides written notice to the Master Servicer and the Majority Certificateholder of its intention to do so, and (ii) the Majority Certificateholder consents in writing to such action; provided, provided however, if the Majority Certificateholder does not consent in writing within five Business Days of receipt of written notice from the Servicer of its intention to foreclose, consent shall be deemed to have been given by the Majority Certificateholder. (b) In addition, for so long as the Seller is the Majority Certificateholder, in the event that the Servicer determines not to proceed with foreclosure proceedings with respect to a Mortgage Loan that becomes 60 days or more delinquent and the Servicer has determined that it is unable to collect payments due under such Mortgage Loan, the Servicer shall, prior to taking any action with respect to such Mortgage Loan, promptly provide the Master Servicer and the Majority Certificateholder with notice of such determination and a description of such other action that it intends to take with respect to such Mortgage Loan; provided, that the Servicer shall not be permitted to proceed with any such action unless the Majority Certificateholder consents in writing to the Servicer taking such action; provided, provided however, if the Majority Certificateholder does not consent in writing within five Business Days of receipt of written notice from the Servicer of its intention to take such action, consent shall be deemed to have been given by the Seller. (c) If the Majority Certificateholder does not consent to an action or contemplated action of the Servicer pursuant to either (a) or (b) above, then the Majority Certificateholder shall instruct the Servicer to hire, at the Majority Certificateholder’s sole cost and expense, three appraisal firms, selected by the Servicer in its sole and absolute discretion from the list of appraisal firms attached as Exhibit H, to compute the fair value of the Mortgaged Property relating to the related Mortgage Loan utilizing the Fxxxxx Mae Form 2055 Exterior-Only Inspection Residential Appraisal Report (each such appraisal-firm computation, a “Fair Value Price”), in each case (other than as set forth in (d) below) no later than 30 days from the date of such Majority Certificateholder objection. If the Servicer shall have received three Fair Value Prices by the end of such 30-day period, then the Majority Certificateholder shall, no later than 5 business days after the expiration of such 30-day period, purchase such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (i) accrued and unpaid interest on such Mortgage Loan as of such purchase date (“Accrued Interest”), (ii) the highest of such three Fair Value Prices respectively determined by such appraisal firms, and shall promptly deliver such amount to the Servicer for deposit into the Custodian Account and (iii) all unreimbursed servicing advances. All costs relating to the computation of the related Fair Value Prices shall be for the account of the Majority Certificateholder and shall be paid by the Majority Certificateholder at the time of such Mortgage Loan and the related Mortgaged Property are purchased by the Majority Certificateholder. (d) Notwithstanding anything herein to the contrary, the Majority Certificateholder shall not be entitled to any of its rights set forth herein with respect to a Mortgage Loan following its failure to purchase such Mortgage Loan and the related Mortgaged Property, at the related purchase price set forth in this Section 4.17 within the timeframe set forth in this Section 4.17 following the Majority Certificateholder’s objection to an action of the Servicer, and the Servicer shall provide the Master Servicer written notice of such failure. (e) Any notice, confirmation, instruction or objection pursuant to paragraphs (a), (b) and (c) above may be delivered via facsimile or other written or electronic communication as the parties hereto and the Majority Certificateholder may agree to from time to time. (f) For the avoidance of doubt, the Majority Certificateholder’s rights set forth in this Section 4.17 are intended to provide the Majority Certificateholder, for so long as it owns 100% of the Owner Trust Certificates (each, as defined in Appendix A of the Indenture) and has not forfeited its right under this Section 4.17 as set forth in clause (d) above, with the unilateral right to control foreclosure decisions in respect of delinquent and defaulted Mortgage Loans, and certain exclusive purchase rights so as to maximize the recovery value on delinquent and defaulted Mortgage Loans. To the extent that the Majority Certificateholder purchases any Mortgage Loan pursuant to this Section 4.17, the Servicer will continue to service such Mortgage Loan in accordance with this Agreement. The parties acknowledge that, in such event, the Master Servicer will have no duty or responsibility to master service any such Mortgage Loan.”

Foreclosure Rights. (a) For so long as the Seller is the Majority Certificateholder, the Servicer shall not commence foreclosure proceedings with respect to a Mortgage Loan unless (i) no later than five Business Days prior to its commencement of such foreclosure proceedings, it provides written notice to the Master Servicer and the Majority Certificateholder of its intention to do so, and (ii) the Majority Certificateholder consents in writing to such action; providedPROVIDED, howeverHOWEVER, if the Majority Certificateholder does not consent in writing within five Business Days of receipt of written notice from the Servicer of its intention to foreclose, consent shall be deemed to have been given by the Majority Certificateholder. (b) In addition, for so long as the Seller is the Majority Certificateholder, in the event that the Servicer determines not to proceed with foreclosure proceedings with respect to a Mortgage Loan that becomes 60 days or more delinquent and the Servicer has determined that it is unable to collect payments due under such Mortgage Loan, the Servicer shall, prior to taking any action with respect to such Mortgage Loan, promptly provide the Master Servicer and the Majority Certificateholder with notice of such determination and a description of such other action that it intends to take with respect to such Mortgage Loan; providedPROVIDED, that the Servicer shall not be permitted to proceed with any such action unless the Majority Certificateholder consents in writing to the Servicer taking such action; providedPROVIDED, howeverHOWEVER, if the Majority Certificateholder does not consent in writing within five Business Days of receipt of written notice from the Servicer of its intention to take such action, consent shall be deemed to have been given by the Seller. (c) If the Majority Certificateholder does not consent to an action or contemplated action of the Servicer pursuant to either (a) or (b) above, then the Majority Certificateholder shall instruct the Servicer to hire, at the Majority Certificateholder’s 's sole cost and expense, three appraisal firms, selected by the Servicer in its sole and absolute discretion from the list of appraisal firms attached as Exhibit H, to compute the fair value of the Mortgaged Property relating to the related Mortgage Loan utilizing the Fxxxxx Mae Xxxxxx Xxx Form 2055 Exterior-Only Inspection Residential Appraisal Report (each such appraisal-firm computation, a “"Fair Value Price”"), in each case (other than as set forth in (d) below) no later than 30 days from the date of such Majority Certificateholder objection. If the Servicer shall have received three Fair Value Prices by the end of such 30-day period, then the Majority Certificateholder shall, no later than 5 business days after the expiration of such 30-day period, purchase such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (i) accrued and unpaid interest on such Mortgage Loan as of such purchase date (“"Accrued Interest”"), (ii) the highest of such three Fair Value Prices respectively determined by such appraisal firms, and shall promptly deliver such amount to the Servicer for deposit into the Custodian Account and (iii) all unreimbursed servicing advances. All costs relating to the computation of the related Fair Value Prices shall be for the account of the Majority Certificateholder and shall be paid by the Majority Certificateholder at the time of such Mortgage Loan and the related Mortgaged Property are purchased by the Majority Certificateholder. (d) Notwithstanding anything herein to the contrary, the Majority Certificateholder shall not be entitled to any of its rights set forth herein with respect to a Mortgage Loan following its failure to purchase such Mortgage Loan and the related Mortgaged Property, at the related purchase price set forth in this Section 4.17 within the timeframe set forth in this Section 4.17 following the Majority Certificateholder’s 's objection to an action of the Servicer, and the Servicer shall provide the Master Servicer written notice of such failure. (e) Any notice, confirmation, instruction or objection pursuant to paragraphs (a), (b) and (c) above may be delivered via facsimile or other written or electronic communication as the parties hereto and the Majority Certificateholder may agree to from time to time. (f) For the avoidance of doubt, the Majority Certificateholder’s 's rights set forth in this Section 4.17 are intended to provide the Majority Certificateholder, for so long as it owns 100% of the Owner Trust Certificates (each, as defined in Appendix A of the Indenture) and has not forfeited its right under this Section 4.17 as set forth in clause (d) above, with the unilateral right to control foreclosure decisions in respect of delinquent and defaulted Mortgage Loans, and certain exclusive purchase rights so as to maximize the recovery value on delinquent and defaulted Mortgage Loans. To the extent that the Majority Certificateholder purchases any Mortgage Loan pursuant to this Section 4.17, the Servicer will continue to service such Mortgage Loan in accordance with this Agreement. The parties acknowledge that, in such event, the Master Servicer will have no duty or responsibility to master service any such Mortgage Loan.”"

Foreclosure Rights. (a) For so long as the Seller is Majority Certificateholder also holds all of the Majority CertificateholderSubordinate Notes and has not previously breached its obligation to purchase a Mortgage Loan as set forth herein, neither of the Servicer Initial Sub-Servicers shall not commence foreclosure proceedings with respect to a Mortgage Loan unless (i) no later than five Business Days prior to its commencement of such foreclosure proceedings, it provides written notice to notifies the Master Servicer and the Majority Certificateholder of its intention to do so, and (ii) the Majority Certificateholder consents in writing Certificateholder, either directly or through the Master Servicer, does not, within such five-Business-Day period, affirmatively object to such action; provided, however, if the Majority Certificateholder does not consent in writing within five Business Days of receipt of written notice from the Servicer of its intention to foreclose, consent shall be deemed to have been given by the Majority Certificateholder. (b) In addition, for so long as the Seller is Majority Certificateholder also holds all of the Majority CertificateholderSubordinate Notes and has not previously breached its obligation to purchase a Mortgage Loan as set forth herein, in the event that the related Initial Sub-Servicer determines not to proceed with foreclosure proceedings with respect to a Mortgage Loan that becomes 60 days or more delinquent and the such Initial Sub-Servicer has determined that it is unable to collect payments due under such Mortgage LoanLoan in accordance with Accepted Servicing Practices, the such Initial Sub-Servicer shall, prior to taking any action with respect to such Mortgage Loan, promptly provide the Master Servicer and the Majority Certificateholder with notice of such determination and a description of such other action that as it intends to take with respect to such Mortgage Loan; provided, that the related Initial Sub-Servicer shall not be permitted to proceed with any such action unless the Majority Certificateholder consents in writing Certificateholder, either directly or through the Master Servicer, does not, within five Business Days following such notice, affirmatively object to the such Initial Sub-Servicer taking such action; provided, however, if the Majority Certificateholder does not consent in writing within five Business Days of receipt of written notice from the Servicer of its intention to take such action, consent shall be deemed to have been given by the Seller. (c) If the Majority Certificateholder does not consent timely and affirmatively objects to an action or contemplated action of the related Initial Sub-Servicer pursuant to either (a) or (b) above, then the Majority Certificateholder shall instruct the Master Servicer to hire, at the Majority Certificateholder’s sole cost and expense, three appraisal firms, selected by the Master Servicer in its sole and absolute discretion from the list of appraisal firms attached as Exhibit HF, to compute the fair value of the Mortgaged Property relating to the related Mortgage Loan utilizing the Fxxxxx Xxxxxx Mae Form 2055 Exterior-Only Inspection Residential Appraisal Report (each such appraisal-firm computation, a “Fair Value Price”), in each case (other than as set forth in (d) below) no later than 30 days from the date of such Majority Certificateholder objection. If the Master Servicer shall have received three Fair Value Prices by the end of such 30-day period, then the Majority Certificateholder shall, no later than 5 business days after the expiration of such 30-day period, purchase such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (i) accrued and unpaid interest on such Mortgage Loan as of such purchase date (“Accrued Interest”), ) and (ii) the highest of such three Fair Value Prices respectively determined by such appraisal firms, and shall promptly deliver such amount to the related Initial Sub-Servicer for deposit into the Custodian Account and (iii) all unreimbursed servicing advancesAccount. All costs relating to the computation of the related Fair Value Prices shall be for the account of the Majority Certificateholder and shall be paid by the Majority Certificateholder at the time of such Mortgage Loan and the related Mortgaged Property are purchased by the Majority Certificateholder. (d) If the Master Servicer shall not have received three Fair Value Prices at the end of the 30-day period set forth in (c) above, then: (i) The Master Servicer shall obtain such three Fair Value Prices no later than 15 days after the end of such 30-day period. (ii) If the Master Servicer shall have only received two Fair Value Prices at the end of such 15-day extension period, then the Master Servicer will determine, in its sole and absolute discretion, the fair value of the Mortgaged Property relating to such Mortgage Loan, related Insurance Proceeds and the current delinquency status of such Mortgage Loan) (such fair value, the “Master Servicer Fair Value Price”), and the Certificateholder shall, no later than 5 days after the expiration of such 15-day extension period, purchase (and deliver to the related Initial Sub-Servicer the purchase price for) such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (A) Accrued Interest thereon and (B) the higher of (1) the highest of such two Fair Value Prices determined by such appraisal firms and (2) the Master Servicer Fair Value Price. (iii) If the Master Servicer shall have received only one Fair Value Price at the end of such 15-day extension period, then the Master Servicer will determine, in its sole and absolute discretion, the Master Servicer Fair Value Price of the Mortgaged Property related to such Mortgage Loan, and: (A) if such Master Servicer Fair Value Price is equal to or greater than the unpaid principal balance of the related Mortgage Loan as of such date (the “Unpaid Principal Balance”), then the Certificateholder shall, no later than 5 days after the expiration of such 15-day extension period, purchase (and deliver to the related Initial Sub-Servicer the purchase price for) such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (1) Accrued Interest thereon and (2) such Master Servicer Fair Value Price; and (B) if such Master Servicer Fair Value Price is less than the related Unpaid Principal Balance, then the Certificateholder shall, no later than 5 days after the expiration of such 15-day extension period, purchase (and deliver to the related Initial Sub-Servicer the purchase price for) such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (1) Accrued Interest thereon and (2) the related Unpaid Principal Balance (such sum, the “Preliminary Purchase Price”); provided, that the provisions of clause (d)(iv) shall thereafter apply. (iv) Following the payment by the Certificateholder of the Preliminary Purchase Price, the Master Servicer shall continue to hire appraisal firms at the Certificateholder’s sole cost and expense to compute the Fair Value Price of the Mortgaged Property related to such Mortgage Loan, and at such time as two such Fair Value Prices shall have been obtained: (A) if the sum of (1) Accrued Interest on the related Mortgage Loan and (2) the higher of (x) the highest of such two Fair Value Prices determined by such appraisal firms and (y) the Master Servicer’s Fair Value Price of the Mortgaged Property related to such Mortgage Loan (such sum, the “Revised Fair Value Price”) is greater than such Preliminary Purchase Price, then the Master Servicer shall promptly notify the Certificateholder and the related Initial Sub-Servicer of such calculation, and the Certificateholder shall, no later than 5 days after such notice, remit to the related Initial Sub-Servicer, for deposit into the Custodian Account, the difference between such Revised Fair Value Price and such Preliminary Purchase Price; and (B) if such Preliminary Purchase Price is greater than such Revised Fair Value Price, then the Master Servicer shall promptly notify the Certificateholder and the related Initial Sub-Servicer of such calculation, and the related Initial Sub-Servicer shall, no later than 5 days after such notice, remit to the Certificateholder, from funds then on deposit in the Custodian Account, the difference between such Preliminary Purchase Price and such Revised Fair Value Price. (e) Notwithstanding anything herein to the contrary, the Majority Certificateholder shall not be entitled to any of its rights set forth herein with respect to a Mortgage Loan following its failure to purchase such Mortgage Loan and the related Mortgaged Property, at the related purchase price set forth in this Section 4.17 2.26 within the timeframe set forth in this Section 4.17 2.26 following the Majority Certificateholder’s objection to an action of the related Initial Sub-Servicer, and the such Initial Sub-Servicer shall provide the Master Servicer written notice of such failure. Moreover, the Majority Certificateholder shall not be entitled to any of the rights in this Section 2.26 if any of the Subordinate Notes are held by entities that are unaffiliated with such Majority Certificateholder. (ef) Any notice, confirmation, instruction or objection pursuant to paragraphs (a), (b), (c) and (cd) above may be delivered via facsimile or other written or electronic communication as the parties hereto and the Majority Certificateholder may agree to from time to time. (fg) For the avoidance of doubt, the Majority Certificateholder’s rights set forth in this Section 4.17 2.26 are intended to provide the Majority Certificateholder, for so long as it owns 100% of the Owner Privately Offered Notes and the Trust Certificates (each, as defined in Appendix A of the Indenture) and has not forfeited its right under this Section 4.17 2.26 as set forth in clause (de) above, with the unilateral right to control foreclosure decisions in respect of delinquent and defaulted Mortgage Loans, and certain exclusive purchase rights so as to maximize the recovery value on delinquent and defaulted Mortgage Loans. To the extent that the Majority Certificateholder purchases any Mortgage Loan pursuant to this Section 4.172.26, the related Initial Sub-Servicer will continue to service such Mortgage Loan in accordance with this Agreement. The parties acknowledge that, in such event, the Master Servicer will have no duty or responsibility to master service any such Mortgage Loan.” (h) Subject to the conditions set forth herein, once the Majority Certificateholder no longer holds all of the Subordinate Notes, or following the forfeiture of such Holder's rights as set forth in this Section 2.26, the Seller may, at its option, purchase from the Trust any Mortgage Loan which has been delinquent for at least 91 days. That purchase shall be at a purchase price equal to the Repurchase Price.

Foreclosure Rights. (a) For so long as The Majority Class CX Xxxxxx shall have the Seller is right to consult with the Majority CertificateholderServicer with respect to any such Mortgage Loan in order to determine whether to foreclose, the workout or proceed otherwise with respect to such Mortgage Loan. (b) The Servicer shall not commence foreclosure proceedings with respect to a Mortgage Loan unless (i) no later than five Business Days prior to its commencement of such foreclosure proceedings, it provides written notice to notifies the Master Servicer and the Majority Certificateholder of its intention to do so, and (ii) the Majority Certificateholder consents in writing Class CX Xxxxxx, either directly or through the Master Servicer, does not, within such five-Business-Day period, affirmatively object to such action; provided, however, if the Majority Certificateholder does not consent in writing within five Business Days of receipt of written notice from the Servicer of its intention to foreclose, consent shall be deemed to have been given by the Majority Certificateholder. (bc) In addition, for so long as the Seller is the Majority Certificateholder, in the event that the Servicer determines not to proceed with foreclosure proceedings with respect to a Mortgage Loan that becomes 60 days days’ or more delinquent and the Servicer has determined that it is unable to collect payments due under such Mortgage LoanLoan in accordance with the servicing standard described in Section 3.01, the Servicer shall, prior to taking any action with respect to such Mortgage Loan, promptly provide the Master Servicer and the Majority Certificateholder with notice of such determination and a description of such other action that as it intends to take with respect to such Mortgage Loan; provided, that the Servicer shall not be permitted to proceed with any such action unless if the Majority Certificateholder consents in writing Class CX Xxxxxx, either directly or through the Master Servicer, within five Business Days following such notice, affirmatively objects to the Servicer taking such action; provided, however, if the Majority Certificateholder does not consent in writing within five Business Days of receipt of written notice from the Servicer of its intention to take such action, consent shall be deemed to have been given by the Seller. (cd) If the Majority Certificateholder does not consent Class CX Xxxxxx timely and affirmatively objects to an action or contemplated action of the Servicer pursuant to either (a) or (b) above, then the Majority Certificateholder Class CX Xxxxxx shall instruct the Servicer to hire, at the Majority Certificateholder’s Class CX Xxxxxx’x sole cost and expense, three appraisal firms, selected by the Servicer in its sole and absolute discretion from the list of appraisal firms attached as Exhibit HS, to compute the fair value of the Mortgaged Property relating to the related Mortgage Loan utilizing the Fxxxxx Mae Mxx Form 2055 Exterior-Only Inspection Residential Appraisal Report (each such appraisal-firm computation, a “Fair Value Price”), in each case (other than as set forth in (d) below) no later than 30 days from the date of such Majority Certificateholder Class CX Xxxxxx’x objection. If the Servicer shall have received three Fair Value Prices by the end of such 30-day period, then the Majority Certificateholder Class CX Xxxxxx shall, no later than 5 business days Business Days after the expiration of such 30-day period, purchase such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (i) accrued and unpaid interest on such Mortgage Loan as of such purchase date (“Accrued Interest”), ) and (ii) the highest of such three Fair Value Prices respectively determined by such appraisal firms, and shall promptly deliver such amount to the Servicer for deposit into the Custodian Account and (iii) all unreimbursed servicing advancesCollection Account. All costs relating to the computation of the related Fair Value Prices shall be for the account of the Majority Certificateholder Class CX Xxxxxx and shall be paid by the Majority Certificateholder Class CX Xxxxxx at the time of such Mortgage Loan and the related Mortgaged Property are purchased by the Majority CertificateholderClass CX Xxxxxx. (de) If the Servicer shall not have received three Fair Value Prices at the end of the 30-day period set forth in (c) above, then: (i) The Servicer shall obtain such three Fair Value Prices no later than 15 days after the end of such 30-day period. (ii) If the Servicer shall have only received two Fair Value Prices at the end of such 15-day extension period, then the Servicer will determine, in its sole and absolute discretion, the fair value of the Mortgaged Property relating to such Mortgage Loan, related Insurance Proceeds and the current delinquency status of such Mortgage Loan (such fair value, the “Servicer Fair Value Price”), and the Majority Class CX Xxxxxx shall, no later than 5 days after the expiration of such 15-day extension period, purchase (and deliver to the Servicer the purchase price for) such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (A) Accrued Interest thereon and (B) the higher of (1) the highest of such two Fair Value Prices determined by such appraisal firms and (2) the Servicer Fair Value Price. (f) If the Servicer shall have received only one Fair Value Price at the end of such 15-day extension period, then the Servicer will determine, in its sole and absolute discretion, the Servicer Fair Value Price of the Mortgaged Property related to such Mortgage Loan, and: (i) if such Servicer Fair Value Price is equal to or greater than the unpaid principal balance of the related Mortgage Loan as of such date (the “Unpaid Principal Balance”), then the Majority Class CX Xxxxxx shall, no later than 5 days after the expiration of such 15-day extension period, purchase (and deliver to the Servicer the purchase price for) such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (1) Accrued Interest thereon and (2) such Servicer Fair Value Price; and (ii) if such Servicer Fair Value Price is less than the related Unpaid Principal Balance, then the Majority Class CX Xxxxxx shall, no later than 5 days after the expiration of such 15-day extension period, purchase (and deliver to the Servicer the purchase price for) such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (1) Accrued Interest thereon and (2) the related Unpaid Principal Balance (such sum, the “Preliminary Purchase Price”); provided, that the provisions of clause (d)(iv) shall thereafter apply. (g) Following the payment by the Majority Class CX Xxxxxx of the Preliminary Purchase Price, the Servicer shall continue to hire appraisal firms at the Majority Class CX Xxxxxx’ sole cost and expense to compute the Fair Value Price of the Mortgaged Property related to such Mortgage Loan, and at such time as two such Fair Value Prices shall have been obtained: (i) if the sum of (1) Accrued Interest on the related Mortgage Loan and (2) the higher of (x) the highest of such two Fair Value Prices determined by such appraisal firms and (y) the Servicer’s Fair Value Price of the Mortgaged Property related to such Mortgage Loan (such sum, the “Revised Fair Value Price”) is greater than such Preliminary Purchase Price, then the Servicer shall promptly notify the Majority Class CX Xxxxxx and the Servicer of such calculation, and the Majority Class CX Xxxxxx shall, no later than 5 days after such notice, remit to the Servicer, for deposit into the Custodial Account, the difference between such Revised Fair Value Price and such Preliminary Purchase Price; and (ii) if such Preliminary Purchase Price is greater than such Revised Fair Value Price, then the Servicer shall promptly notify the Majority Class CX Xxxxxx and the Servicer of such calculation, and the Servicer shall, no later than 5 days after such notice, remit to the Majority Class CX Xxxxxx, from funds then on deposit in the Custodial Account, the difference between such Preliminary Purchase Price and such Revised Fair Value Price. (h) Notwithstanding anything herein to the contrary, the Majority Certificateholder Class CX Xxxxxx shall not be entitled to any of its rights set forth herein with respect to a Mortgage Loan following its failure to purchase such Mortgage Loan and the related Mortgaged Property, at the related purchase price set forth in this Section 4.17 3.28 within the timeframe set forth in this Section 4.17 3.28 following the Majority Certificateholder’s Class CX Xxxxxx’x objection to an action of the Servicer, and the Servicer shall provide the Master Servicer written notice of such failure. (ei) Any notice, confirmation, instruction or objection pursuant to paragraphs (a), (b), (c) and (cd) above may be delivered via facsimile or other written or electronic communication as the parties hereto and the Majority Certificateholder Class CX Xxxxxx may agree to from time to time. (fj) For the avoidance of doubt, the Majority Certificateholder’s Class CX Xxxxxx’ rights set forth in this Section 4.17 3.28 are intended to provide the Majority CertificateholderClass CX Xxxxxx, for so long as it owns 100% of the Owner Trust Certificates (each, as defined in Appendix A of the Indenture) and has not forfeited its right under this Section 4.17 as set forth in clause (d) above3.28, with the unilateral right to control foreclosure decisions in respect of delinquent and defaulted Mortgage Loans, and certain exclusive purchase rights so as to maximize the recovery value on delinquent and defaulted Mortgage Loans. . (k) To the extent that the Majority Certificateholder Class CX Xxxxxx purchases any Mortgage Loan pursuant to this Section 4.173.28, the Servicer will continue to service such Mortgage Loan in accordance with this the Agreement. The parties acknowledge that, in such event, the Master Servicer will have no duty or responsibility to master service any such Mortgage Loan.”