Common use of Foreclosure Clause in Contracts

Foreclosure. (a) The Servicer shall use its best efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policy, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Owner would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Owner to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner to take such actions with respect to the affected Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the Owner. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (a) The Servicer shall use its best efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policy, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner Trustee shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither not either (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor or (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Owner Trustee would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who that regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Owner Trustee to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner Trustee to take such actions with respect to the affected Mortgaged Property. With respect to each Commercial Loan, the Servicer shall make the determination described above on the basis of a report prepared by a Person that regularly conducts environmental audits in accordance with customary industry standards, without regard to whether the Servicer has received notice or has actual knowledge of the presence of any toxic or hazardous substances on the related Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner Trustee to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the OwnerTrustee. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner Certificateholders to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (a) The Servicer In accordance with Accepted Servicing Practices, Countrywide shall use its best efforts, consistent with the Servicing Standard, reasonable efforts to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition payments. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage Loans, in such manner as will maximize the receipt of such Mortgage Loan. The Servicer shall be responsible for all costs principal and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances interest by the ServicerPurchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provision provisions that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policydamage, the Servicer Countrywide shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion (i) that such restoration will increase the proceeds of liquidation of the related Mortgage Loan to the Purchaser after reimbursement to itself for such expenses expenses, and (ii) that such expenses will be recoverable to it by Countrywide through Liquidation PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on Proceeds from the related Mortgaged Property. Countrywide shall notify the Purchaser in writing of the commencement of foreclosure proceedings. Such notice may be contained in the reports prepared by Countrywide and delivered to the Purchaser pursuant to the terms and conditions of this Agreement. Countrywide shall be responsible for all costs and expenses incurred by it in any foreclosure proceedings; provided, however, that it shall be entitled to reimbursement thereof from proceeds from the related Mortgaged Property. Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event Countrywide has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector. The cost for such inspection or review shall be borne by the Purchaser. Upon completion of the inspection or review, Countrywide shall promptly provide the Purchaser with a written report of the environmental inspection. After reviewing the environmental inspection report, the Servicer Purchaser shall neither determine how Countrywide shall proceed with respect to the Mortgaged Property. In the event (ia) obtain title to such the environmental inspection report indicates that the Mortgaged Property as is contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs Countrywide to proceed with foreclosure or acceptance of a result deed in lieu of foreclosure, Countrywide shall be reimbursed for all reasonable costs associated with such foreclosure or acceptance of a deed in lieu of foreclosure or otherwiseand any related environmental clean up costs, nor (ii) otherwise acquire possession ofas applicable, from the related Liquidation Proceeds, or take any other action with respect toif the Liquidation Proceeds are insufficient to fully reimburse Countrywide, such Mortgaged Property, if, as a result of any such action, the Owner would Countrywide shall be considered to hold title to, entitled to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended reimbursed from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be amounts in the best economic interest Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs Countrywide not to proceed with foreclosure or acceptance of the Owner to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the usea deed in lieu of foreclosure, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials Countrywide shall be reimbursed for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner to take such actions all Servicing Advances made with respect to the affected related Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor Property from the Custodial Account as provided in pursuant to Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the Owner. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b)4.05 hereof. (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (a) The Servicer shall use Upon the occurrence of any default, in addition to other remedies provided under the Uniform Commercial Code, Bank at any time then or thereafter, in its best effortsdiscretion, consistent may lawfully enter any of Borrower’s premises or the premises where the Collateral is located, and with the Servicing Standardor without judicial process, to foreclose upon or otherwise comparably convert the ownership of properties securing such lawfully remove, under Section 9-609 of the Mortgage Loans Uniform Commercial Code, the Collateral or records thereof to such place as come into Bank may deem advisable, or require Borrower to assemble and continue make any or all such Collateral available at such reasonable place as Bank may direct, and realize upon (by public or private sale or in default any other manner) all or any part of the Collateral and, unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market, Bank shall give Borrower, and other parties entitled to notice, reasonable notice in writing before the sale of the Collateral or any part thereof at public auction or private sale, in one or more sales, at such price or prices, and upon such terms either for cash or credit or future delivery as to which no satisfactory arrangements can be made Bank may elect, and at any such public sale Bank may bid for collection and become the purchaser of delinquent payments any or for other disposition all of such Mortgage LoanCollateral; and/or Bank may foreclose its security interest in the Collateral in any way permitted by law. In connection with any notices to be given pursuant to this Paragraph VII.C., it is agreed in all instances that five (5) business days notice constitutes reasonable notice. Any such notice shall be deemed given when delivered or deposited in the U.S. mail with first class postage. The Servicer shall be responsible for net proceeds of any such sale or sales and any amounts received in liquidation of the Collateral, less all costs and expenses incurred in connection therewith, including the costs of collection described in Paragraph VII.B above and, at the option of Bank or as required by it law, less any prior lien claims, shall be applied against the Obligations in any such proceedings; providedthe order that Bank in its sole discretion shall decide, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy Borrower or other insurance policy, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner party entitled thereto shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect entitled to any Mortgage Loan as surplus resulting therefrom. No action taken by Bank pursuant hereto shall affect Borrower’s continuing liability to which the Servicer has received actual notice of, or has actual knowledge of, the presence of Bank for any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor (ii) otherwise acquire possession of, or take deficiency remaining after any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Owner would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property foreclosure. It is in compliance with applicable environmental laws or, if not, mutually agreed that it would be in the best economic interest of the Owner is commercially reasonable for Bank to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for disclaim all warranties which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner to take such actions arise with respect to the affected Mortgaged Property. The cost disposition of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the Owner. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b)Collateral. (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (a) The Servicer shall use its best efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loanpayments. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policy, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Owner Trustee would be considered to hold title to, to be a “mortgagee-in-mortgagee in possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits in accordance with using customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Owner Trustee to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-petroleum based materials for which investigation, testing, monitoring, containment, clean-clean up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner Trustee to take such actions with respect to the affected Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner Trustee to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-clean up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-petroleum based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the OwnerTrustee. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner Certificateholders to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (a) The Servicer shall use its best efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policy, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither not either (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor or (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Owner Trustee would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who that regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Owner Trustee to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner Trustee to take such actions with respect to the affected Mortgaged Property. With respect to each Commercial Loan, the Servicer shall make the determination described above on the basis of a report prepared by a Person that regularly conducts environmental audits in accordance with customary industry standards, without regard to whether the Servicer has received notice or has actual knowledge of the presence of any toxic or hazardous substances on the related Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner Trustee to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the OwnerTrustee. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner Certificateholders to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (a) The Servicer Countrywide shall use its best efforts, consistent with the Servicing Standard, reasonable efforts to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments payments. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage Loans, in such manner as will maximize the receipt of principal and interest by Purchaser, taking into account, among other things, the timing of foreclosure proceedings. In the event that any payment due under any Mortgage Loan remains delinquent for a period of 90 days or for other disposition more, Countrywide shall (a) act in the best interests of the Purchaser, and such action may include the commencement of foreclosure proceedings, (b) commence foreclosure proceedings, provided that prior to commencing foreclosure proceedings, Countrywide shall notify the Purchaser in writing of Countrywide’s intention to do so, and Countrywide shall not commence foreclosure proceedings if the Purchaser objects to such action within ten (10) Business Days of receiving such notice, and (c) respond to reasonable inquiries of the Purchaser with respect to the Mortgage LoanLoan or related REO Property. The Servicer Purchaser may instruct Countrywide to commence foreclosure proceedings on any Mortgage Loan for which any payment remains delinquent for a period of 120 days or more. If Countrywide has commenced foreclosure proceedings, it shall be responsible for all costs promptly notify the Purchaser and expenses incurred by it thereafter periodically advise the Purchaser of the status of the foreclosure proceedings and follow the Purchaser’s instructions in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicerconnection therewith. The foregoing is subject to the provision provisions that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policydamage, the Servicer Countrywide shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion (i) that such restoration will increase the proceeds of liquidation of the related Mortgage Loan to Purchaser after reimbursement to itself for such expenses expenses, and (ii) that such expenses will be recoverable to it by Countrywide through Liquidation PMI Proceeds, Other Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on Proceeds from the related Mortgaged Property, . Countrywide shall notify Purchaser in writing of the Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or in lieu commencement of foreclosure or otherwise, nor (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, proceedings. Such notice may be contained in the Owner would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report reports prepared by a Person who regularly conducts environmental audits Countrywide and delivered to Purchaser pursuant to the terms and conditions of this Agreement. Countrywide shall be responsible for all costs and expenses incurred by it in accordance with customary industry standardsany foreclosure proceedings; provided, that: (1) such Mortgaged Property is in compliance with applicable environmental laws or, if nothowever, that it would shall be in entitled to reimbursement thereof from proceeds from the best economic interest of the Owner to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner to take such actions with respect to the affected related Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the Owner. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.”

Foreclosure. (a) The Servicer shall use its best efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in If any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in Monthly Payment due under any case in which Mortgaged Property shall have suffered damage that Loan is not covered by a hazard insurance policy paid when the same becomes due and payable, or if the Obligor fails to perform any other insurance policycovenant or obligation under the Loan and such failure continues beyond any applicable grace period, the Servicer shall shall, following consultation with the Master Servicer, take appropriate action with respect to such Loan that the Servicer deems is in the best interest of the Issuer. In the event that the Servicer, in consultation with the Master Servicer, determines not be required to expend its own funds toward proceed against the restoration of Property or Obligor, as applicable, on or before the Determination Date following such property unless it determination the Servicer shall determine in its discretion good faith in accordance with customary servicing practices that all amounts which it expects to receive with respect to such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwisehave been received. Any sale of a defaulted Mortgage Loan by If the Servicer on behalf of the Owner makes such a determination, it shall be effected reflected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected Servicing Record in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceedsaccordance with Section 6.03. (b) Notwithstanding With respect to any Loan, unless otherwise prohibited by applicable law, the foregoing provisions Servicer upon consultation with the Master Servicer, on behalf of this the Trust and the Indenture Trustee, may, at any time, institute foreclosure proceedings, exercise any power of sale to the extent permitted by law, obtain a deed in lieu of foreclosure, or otherwise acquire possession of or title to the related Property, by operation of law or otherwise. In accordance with the criteria for proceeding against the Property set forth in Section 2.7 6.10(a), the Servicer shall be permitted to institute foreclosure proceedings, repossess, exercise any power of sale to the extent permitted by law, obtain a deed in lieu of foreclosure, or otherwise acquire possession of or title to any other provision Property, by operation of this Agreementlaw or otherwise only in the event that in the Servicer's reasonable judgement such action is likely to result in a positive economic benefit to the Issuer by creating net liquidation proceeds (after reimbursement of all amounts owed with respect to such Loan to the Master Servicer or the Servicer) and provided that, with respect to any Mortgage Loan as Property, prior to which taking title thereto, the Servicer has received actual notice ofrequested that the Indenture Trustee obtain, or has actual knowledge ofand the Indenture Trustee shall have obtained, an environmental review to be performed on such Property by a company with recognized expertise, the presence scope of which is limited to the review of public records and documents for information regarding whether such Property has on it, under it or is near, hazardous or toxic material or waste. If such review reveals that such Property has on it, under it or is near hazardous or toxic material or waste or reveals any toxic or hazardous substance on other environmental problem, the Indenture Trustee shall provide a copy of the related Mortgaged Propertyreport to the Servicer and Master Servicer, and title shall be taken to such Property only after obtaining the written consent of the Indenture Trustee. In connection with any foreclosure proceeding on a Mortgage Loan, the Servicer shall neither (i) obtain title to follow such Mortgaged Property as practices and procedures in a result of or in lieu of manner which is consistent with the Servicer's procedure for foreclosure or otherwise, nor (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, to similar loans held in the Owner would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on Servicer's portfolio for its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws own account or, if not, that it would be in the best economic interest of the Owner to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the useloans, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner to take such actions with respect to the affected Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced loans serviced by the ServicerServicer for others, subject giving due consideration to accepted servicing practices of prudent lending institutions. To the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in extent required by Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the Owner. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon6.06, the Servicer shall use its reasonable best judgmentadvance all necessary and proper Foreclosure Advances until final disposition of the Foreclosed Property and shall manage such Foreclosed Property pursuant to Section 6.12. If, subject in following such foreclosure procedures, title to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (c) Notwithstanding the foregoing provisions of this Section or any other provision of this AgreementForeclosed Property is acquired, the Servicer deed or certificate of sale shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in be issued to the reasonable judgment of the Servicer it would not be in the best economic interests of the Co-Owner to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, Trustee and the Servicer will render a Final Recovery Determination in connection with the Mortgage LoanIndenture Trustee.

Foreclosure. If the Subservicer reasonably determines that foreclosure or forfeiture is appropriate with respect to an Asset (a) The Servicer including if it determines that foreclosure/forfeiture is appropriate in conjunction with or as an alternative to collection efforts and default management services hereunder), the Subservicer shall use its best efforts, consistent with retain an attorney and supervise the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such conduct of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; foreclosure/forfeiture proceeding, provided, however, that the Subservicer shall use its best efforts to notify and consult with the related Owner in the event that the related Obligor has asserted legal defenses based on the enforceability of the related Loan documents and, at such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject Owner's option upon providing written notice to the provision thatSubservicer, the Owner may direct such foreclosure action in those cases where such defenses are raised, provided further that the Owner shall instruct the Subservicer, using the Subservicer's posting instruction form, on the manner in which amounts received in connection with such foreclosure/forfeiture proceedings shall be posted and shall provide the Subservicer with copies of the pleadings, correspondence, environmental reports, appraisals and such other documents to the extent in the Owner's possession that the Subservicer may reasonably need in connection with performing its obligations under this Agreement. If the Owner elects the option of directing a foreclosure action, the Subservicer shall only be responsible for posting funds in accordance with the posting instruction form and loan documents and the Owner shall be responsible for foreclosure bids, environmental reports, appraisals, property inspections and all other usual and customary practices. If the Property is acquired in the foreclosure/forfeiture proceeding, the Subservicer may acquire the Property in the name of the related Owner or its designee, and the Subservicer shall commence providing property management and disposition services as provided in Section 4.1. Notwithstanding anything to the contrary contained herein, in any case the event the Subservicer has reasonable cause to believe that a Property is an Environmental Problem Property as described in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policySection 4.2 hereof, the Servicer Subservicer shall notify the related Owner in writing within three (3) Business Days of the Subservicer's discovery of the existence of the Environmental Problem Property, describe such problem, make a recommendation to such Owner regarding handling the Property and carry out the recommendation unless otherwise directed by such Owner in writing within five (5) Business Days after such Owner's receipt (or deemed receipt) of such notice in accordance with the terms and provisions of Section 11.3 below. In no event will the Subservicer be required to acquire record title to an Environmental Problem Property. If the Subservicer elects to proceed with a foreclosure/forfeiture in accordance with the laws of the state where the Property is located, the Subservicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of pursue a deficiency judgment against the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 Obligor or any other provision liable party if the laws of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither (i) obtain title to state do not permit such Mortgaged Property as a result of or in lieu of deficiency judgment after such foreclosure or otherwise, nor (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, if the Owner would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on Subservicer determines in its reasonable judgment and that the likely recovery if a report prepared by a Person who regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property deficiency judgment is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Owner to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner to take such actions with respect to the affected Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the Owner. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner to foreclose upon such Mortgaged Property. In such event, the Servicer obtained will not be required sufficient to make any Delinquency Advanceswarrant the cost, Servicing Advances or any other advances time, expense and/or exposure of pursuing the deficiency judgment. The Subservicer and Owners agree to cooperate in connection with good faith to effectuate the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loanintent of this Section.

Foreclosure. (a) The Servicer shall use its best reasonable efforts, consistent with and subject to the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policy, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan Unless otherwise directed by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As Depositor, as an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. The Servicer has no duty to pursue loan sales as part of its loss mitigation procedures. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither not either (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor or (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Owner Trustee, on behalf of the Holder as beneficial owner of the related Trust, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who that regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Owner related Trust and the Holder as the beneficial owner of such Trust to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner Trustee to take such actions with respect to the affected Mortgaged Property. With respect to each Loan, the Servicer shall make the determination described above on the basis of a report prepared by a Person that regularly conducts environmental audits in accordance with customary industry standards, without regard to whether the Servicer has received notice or has actual knowledge of the presence of any toxic or hazardous substances on the related Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in accordance with Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner Trustee to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the OwnerTrustee. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided hereinin Section 2.3(d). With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, unless otherwise directed by the Depositor, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner related Trust and the Holder as the beneficial owner of such Trust to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (a) The Servicer shall use its best efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loanpayments. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policy, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Owner Trustee would be considered to hold title to, to be a “mortgagee-in-mortgagee in possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits in accordance with using customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Owner Trustee to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-petroleum based materials for which investigation, testing, monitoring, containment, clean-clean up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner Trustee to take such actions with respect to the affected Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner Trustee to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-clean up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-petroleum based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the OwnerTrustee. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner Certificateholders to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (ai) The Servicer shall use its best efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policy, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (bii) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Owner would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits in accordance with customary industry standards, that: (1i) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Owner to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2ii) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner to take such actions with respect to the affected Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the Owner. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (ciii) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (a) The Servicer shall use its best efforts, consistent with the Servicing Standard, reasonable efforts to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments payments. In connection with such foreclosure or for other disposition conversion, the Servicer shall follow such practices and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities and meet the requirements of the insurer under any Required Insurance Policy; provided, however, that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure shall increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such Mortgage Loanexpenses and (ii) that such expenses shall be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Collection Account). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policy, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, . If the Servicer shall neither (i) obtain title to such has knowledge that a Mortgaged Property as a result of which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one (1) mile radius of any site listed in the “Expenditure Plan” for the Hazardous Substance Clean Up Bond Act of 1984 or otherwiseother site with environmental or hazardous waste risks known to the Servicer, nor (ii) otherwise acquire possession ofthe Servicer shall, or take any other action with respect to, such prior to acquiring the Mortgaged Property, if, as a result of any consider such action, the Owner would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation risks and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits only take action in accordance with customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable its established environmental laws or, if not, that it would be in the best economic interest of the Owner to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner to take such actions with respect to the affected Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the Owner. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b)review procedures. (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (a) The Servicer shall use its best effortsAll fees, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loan. The Servicer shall be responsible for all costs and expenses of any kind incurred by it Beneficiary in connection with foreclosure of this Deed of Trust, including without limitation the costs of any such proceedings; providedappraisals of the Trust Property obtained by Beneficiary, howeverall costs of any receivership for the Trust Property advanced by Beneficiary, that such and all reasonable attorneys' fees and consultants' fees incurred by Beneficiary (including charges of in-house counsel), appraisers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs and expenses will costs (which may be recoverable estimates as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policy, the Servicer shall not items to be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation expended after entry of the related Mortgage Loan after reimbursement decree) of procuring all such abstracts of title, title searches and examination, title insurance policies and similar data and assurances with respect to itself for title, as Trustee or Beneficiary may reasonably deem necessary either to prosecute such expenses and suit or to evidence to bidders at the sales that may be had pursuant to such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by proceedings the Servicer on behalf true conditions of the Owner shall be effected in title to or the reasonable judgment value of the Servicer Trust Property, together with and including a reasonable compensation to maximize Liquidation Proceeds. As an alternative to foreclosureTrustee, shall constitute a part of the Servicer Obligations and may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase be included as part of the amount of Liquidation Proceeds, and owing from Trustor to Beneficiary at any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceedsforeclosure sale. (b) Notwithstanding The proceeds of foreclosure sale of the foregoing provisions Trust Property shall be distributed and applied in the following order of this priority: first, on account of all costs and expenses incident to the foreclosure proceedings, including without limitation all such items as are mentioned in Section 2.7 or any other provision 4.4(a) hereof; second, to the payment of this Agreementall sums expended under the terms hereof not then repaid, with respect accrued interest at the Default Rate; third, to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge ofpayment of all other Obligations; and lastly, the presence of any toxic or hazardous substance on the related Mortgaged Propertyremainder, the Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Owner would be considered to hold title toif any, to be a “mortgagee-in-possession” ofthe person or persons legally entitled thereto, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits all in accordance with customary industry standards, that:the Loan Agreement and other Transaction Documents. (1c) such Mortgaged Property is in compliance with applicable environmental laws orIn case of an insured loss after judicial foreclosure or Trustee's sale proceedings have been instituted, the proceeds of any insurance policy or policies, if notnot applied to rebuilding or restoring the buildings or improvements, that it would shall be in used to pay the best economic interest amount due upon the Obligations. In the event of judicial foreclosure or Trustee's sale, Beneficiary or Trustee is hereby authorized, without the Owner consent of Trustor, to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating assign any and all insurance policies to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in purchaser at the best economic interest of the Owner to take such actions with respect to the affected Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental lawssale, or to take such action with respect other steps as Beneficiary or Trustee may deem advisable to cause the containment, clean-up or remediation interest of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems purchaser to be in the best economic interest protected by any of the Owner. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b)insurance policies. (cd) Notwithstanding To the foregoing provisions fullest extent allowable by law, Trustor hereby expressly waives any right which it may have to direct the order in which any Trust Property shall be sold in the event of any sale or sales pursuant to this Deed of Trust. (e) Nothing in this Section 4.4 dealing with foreclosure procedures or specifying particular actions to be taken by Beneficiary or by Trustee or any other provision of this Agreement, similar officer shall be deemed to contradict or add to the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances requirements and procedures now or any other advances in connection with the Mortgage Loanhereafter specified by Colorado law, and any such inconsistency shall be resolved in favor of Colorado law applicable at the Servicer will render a Final Recovery Determination in connection with the Mortgage Loantime of foreclosure.

Foreclosure. (a) The Servicer shall use its best efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policy, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither not either (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor or (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Owner Trustee would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who that regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Owner Trustee to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner Trustee to take such actions with respect to the affected Mortgaged Property. With respect to each Commercial Loan, the Servicer shall make the determination described above on the basis of a report prepared by a Person that regularly conducts environmental audits in accordance with customary industry standards, without regard to whether the Servicer has received notice or has actual knowledge of the presence of any toxic or hazardous substances on the related Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner Trustee to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the OwnerTrustee. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner Trust Fund to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (a) The Servicer shall use its best effortsSell or offer for sale the Property in such portions, consistent order and parcels as Lender may determine, with the Servicing Standardor without having first taken possession of same, to foreclose upon or otherwise comparably convert the ownership of properties securing such highest bidder for cash at public auction. Such sale shall be made at a location designated for foreclosure sales in accordance with Chapter 244 of the Mortgage Loans as come into Massachusetts General Laws and continue in default all other applicable laws. Lender shall have the STATUTORY POWER OF SALE and as to which no satisfactory arrangements can be made for collection of delinquent payments any other right or for other disposition of such Mortgage Loanremedies provided by law. The Servicer shall be responsible for all costs and expenses incurred by it in At any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by sale (i) whether made under the Servicer. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policypower herein contained, the Servicer UCC, any other Legal Requirement or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be required necessary for Lender to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice ofhave been physically present, or has actual knowledge to have constructive possession of, the presence Property (Borrower shall deliver to Lender any portion of the Property not actually or constructively possessed by Lender immediately upon demand by Lender), and the title to and right of possession of any toxic or hazardous substance on such property shall pass to the related Mortgaged Propertypurchaser thereof as completely as if it had been actually present and delivered to purchaser at such sale, the Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor (ii) each instrument of conveyance executed by Lender shall contain a general warranty of title, binding upon Borrower, (iii) each recital contained in any instrument of conveyance made by Lender shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment of the Indebtedness, advertisement and conduct of such sale in the manner provided herein and otherwise acquire possession ofby law and appointment of any successor Lender hereunder, (iv) any prerequisites to the validity thereof shall be conclusively presumed to have been performed, (v) the receipt of Lender or of such other party or officer making the sale shall be a sufficient discharge to the purchaser or purchasers for his or their purchase money and no such purchaser or purchasers, or take his or their assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof, (vi) to the fullest extent permitted by law, Borrower shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Borrower, and against all other action with respect topersons claiming or to claim the property sold or any part thereof, by, through or under Borrower, and (vii) to the extent and under such Mortgaged Propertycircumstances as are permitted by law, if, as Lender may be a result of purchaser at any such action, the Owner would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Owner to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner to take such actions with respect to the affected Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the Owner. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b)sale. (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (a) The Servicer shall use its best efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage that is not covered by a hazard insurance policy or other insurance policy, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner Trustee shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Owner Trustee would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Owner Trustee to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner Trustee to take such actions with respect to the affected Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner Trustee to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the OwnerTrustee. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner Certificateholders to foreclose upon such Mortgaged Property. In such event, the Servicer will not be required to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loan.

Foreclosure. (a) The Servicer shall use its best efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments or for other disposition of such Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in If any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is subject to the provision that, in monthly payment due under any case in which Mortgaged Property shall have suffered damage that Home Loan is not covered by a hazard insurance policy paid when the same is due and payable, or other insurance policy, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely Obligor fails to increase the amount of Liquidation Proceeds, and any such sale of a defaulted Mortgage Loan by the Servicer shall be effected in a manner expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or perform any other provision of this Agreementcovenant or obligation under such Home Loan and such failure continues beyond any applicable grace period, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, nor (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Owner would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Owner to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner to take such actions with respect to the affected Mortgaged Property. The cost of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems shall deem to be in the best economic interest of the OwnerTrust, including but not limited to proceeding against the Property securing such Home Loan. The cost of any such compliance, containment, cleanup or remediation shall be advanced by In the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether event that the Servicer otherwise has notice determines not to proceed against the Mortgaged Property or knowledge of Obligor, as applicable, on or before the presence of any toxic or hazardous substance thereonDetermination Date following such determination, the Servicer shall use its reasonable best judgmentdetermine in good faith in accordance with customary servicing practices that all amounts which it expects to receive with respect to such Home Loan have been received. If the Servicer makes such a determination, subject it shall give notice to such effect to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph Issuer and the Indenture Trustee. (b) (Reserved). (c) Notwithstanding In accordance with the foregoing provisions criteria for proceeding against the Mortgaged Property set forth in subsection (a) of this Section 4.12, unless ------------ otherwise prohibited by applicable law or court or administrative order, the Servicer, on behalf of the Trust and the Indenture Trustee, may, at any other provision time, institute foreclosure proceedings to the extent permitted by law, exercise any power of sale to the extent permitted by law, obtain a deed in lieu of foreclosure, or otherwise acquire possession of or title to the related Mortgaged Property, by operation of law or otherwise. In accordance with the criteria for proceeding against the Mortgaged Property set forth in subsection (a) of this AgreementSection 4.12, the Servicer shall not foreclose upon ------------ institute foreclosure proceedings, repossess, exercise any power of sale to the extent permitted by law, obtain a deed in lieu of foreclosure or otherwise acquire possession of or title to any Property, by operation of law or otherwise, only in the event that in the Servicer's reasonable judgment such action is likely to result in a positive economic benefit to the Trust by creating net liquidation proceeds (after reimbursement of all amounts owed with respect to such Home Loan to the Servicer). Prior to acquiring any Foreclosure Property, however, the Servicer shall cause a review to be performed, in accordance with Accepted Servicing Procedures, on the related Mortgaged Property securing by a Mortgage Loan if in company such as Equifax, Inc. or Toxicheck, and the reasonable scope of such review shall be limited to the review of public records and documents for indications that such Mortgaged Property has on it, has under it, or is near hazardous or toxic material or waste. If such review reveals that the Mortgaged Property has on it, under it or is near hazardous or toxic material or waste or reveals any other environmental problem, the Servicer shall provide a copy to the Indenture Trustee of the related report with an attached certification of a Responsible Officer that based on an analysis of all available information (including potential clean up costs and liability claims) at the time it is the best judgment of such Responsible Officer that such foreclosure shall increase Net Liquidation Proceeds to the Servicer it would not be in Indenture Trustee and the best economic interests of the Owner Trust shall take title to foreclose upon such Mortgaged Property. In The Indenture Trustee shall promptly forward such eventreport and certification to the Securityholders. (d) (Reserved). (e) (Reserved). (f) (Reserved). (g) (Reserved). (h) The Indenture Trustee shall furnish the Servicer, within 5 days after request of the Servicer will not therefor, any powers of attorney and other documents necessary and appropriate to carry out its duties hereunder, including any documents or powers of attorney necessary to foreclose any Mortgage. The forms of any such powers or documents shall be required appended to make any Delinquency Advances, Servicing Advances or any other advances in connection with the Mortgage Loan, and the Servicer will render a Final Recovery Determination in connection with the Mortgage Loansuch requests.

Foreclosure. (aLender shall have the right to foreclose this Security Instrument and to have a judicial sale of the Property, as an entirety, or judicial sales of such portions thereof as Lender shall in its sole discretion determine, in separate lots or parcels, whose configuration and sizes shall be determined by Lender in its sole discretion, with any such sale(s) The Servicer to be under the judgment or decree of a court of competent jurisdiction. Lender shall use its best effortsretain the right at all times to bid upon and purchase the Property, consistent or any portion thereof, at such sale and, upon compliance with the Servicing Standardsuch bid, to foreclose upon or otherwise comparably convert the ownership of properties securing such hold, retain, possess and dispose of the Mortgage Loans as come into and continue Property or the portion thereof so acquired in default and as its own absolute right without further accountability of any nature to which no satisfactory arrangements can Mortgagor or any other persons whomsoever. Lender shall further, at its option, be made for collection of delinquent payments or for other disposition of such Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The foregoing is authorized to foreclose this Security Instrument subject to the provision thatrights of any tenants of the Property, in and the failure to name any case in which Mortgaged Property such tenants as parties defendant to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted by Mortgagor or any other persons to be, a defense to any proceedings instituted by Xxxxxx to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Property. Lender shall have suffered damage that is not covered by a hazard insurance policy or other insurance policy, the Servicer shall not be required right to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and that such expenses will be recoverable to it through Liquidation Proceeds, Insurance Proceeds or otherwise. Any sale of a defaulted Mortgage Loan by the Servicer on behalf of the Owner shall be effected in the reasonable judgment of the Servicer to maximize Liquidation Proceeds. As an alternative to foreclosure, the Servicer may sell a defaulted Mortgage Loan if the Servicer determines that such a sale is likely to increase credit the amount of Liquidation Proceedsits bid, and should it be the successful bidder on the Property or any such sale of a defaulted Mortgage Loan by portion thereof, upon the Servicer shall be effected in a manner expected, in the reasonable judgment unpaid outstanding amount of the Servicer, to maximize Liquidation Proceeds. (b) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or Obligations in lieu of foreclosure or otherwisea cash payment therefor. Notwithstanding anything contained in this Section 7.2 to the contrary, nor (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, Xxxxxx may proceed to foreclose hereunder as a result of any such action, to the Owner would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Real Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits in accordance with customary industry standards, that: (1) such Mortgaged Property is in compliance with applicable environmental laws covered hereby only or, if notat Xxxxxx’s sole election, that it would be in the best economic interest of the Owner Lender may exercise its right to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and (2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Owner to take such actions foreclose with respect to the affected Mortgaged Property. The cost Personal Property as a part of the environmental audit report contemplated by this Section 2.7 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Section 2.3(d). If the Servicer determines, as described above, that it is in the best economic interest of the Owner to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such a single action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the Owner. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Custodial Account as provided herein. With respect to any commercial property, without regard to whether the Servicer otherwise has notice or knowledge of the presence of any toxic or hazardous substance thereon, the Servicer shall use its reasonable best judgment, subject to the Servicing Standard, in determining whether to obtain an environmental audit report as described above prior to taking any action described in clauses (i) or (ii) of this paragraph (b). (c) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, the Servicer shall not foreclose upon any Mortgaged Property securing a Mortgage Loan if in the reasonable judgment of the Servicer it would not be in the best economic interests of the Owner to foreclose upon such Mortgaged the Real Property and the Personal Property. In such event, in which case the provisions of the Uniform Commercial Code (and any other provisions hereof to the contrary) shall not apply or shall be deemed to have been fulfilled by virtue of the foreclosure action, the Servicer will not be required event of any sale under this Security Instrument pursuant to make any Delinquency Advances, Servicing Advances order in any judicial proceedings or any other advances in connection with the Mortgage Loanotherwise, and the Servicer will render a Final Recovery Determination Property may be sold as an entirety or in connection with the Mortgage Loanseparate parcels and in such manner or order as Lender in its sole discretion may elect.