Common use of Foreclosure Clause in Contracts

Foreclosure. In accordance with Accepted Servicing Practices, Countrywide shall use 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. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage Loans, in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which Mortgaged Property shall have suffered damage, 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, and (ii) that such expenses will be recoverable by Countrywide through PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds or Liquidation 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 Purchaser shall determine how Countrywide shall proceed with respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs Countrywide to proceed with foreclosure or acceptance of a 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 and any related environmental clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse Countrywide, Countrywide shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs Countrywide not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, Countrywide shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.

Foreclosure. In If a Holder forecloses its mortgage secured by the Project Area, Project Improvements, or any part thereof, (or portion to which its mortgage relates), or takes title to the Project Area, Project Improvements, or any part thereof (or portion to which its mortgage relates) by deed-in-lieu of foreclosure or similar transaction (collectively a “Foreclosure”), the Holder shall have the option to either (a) sell the Project Area, Project Improvements, or any part thereof (or portion to which its mortgage relates), as applicable, to a responsible Person reasonably acceptable to Borough, which Person shall expressly assume the obligations of the Redeveloper under this Agreement, as applicable, in accordance with Accepted Servicing Practiceslaw; and/or (b) otherwise retain such a Person to act as Redeveloper; and/or (c) itself, Countrywide either directly or through an Affiliate, assume the obligations of Redeveloper under this Agreement, as applicable, in accordance with law. In the event of a Foreclosure and provided the Holder or the purchaser is in compliance with this Agreement, the Borough shall use reasonable efforts not seek to foreclose upon enforce against the Holder or otherwise comparably convert the ownership purchaser of properties securing such parcel any 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. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage Loans, in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject remedies available to the provisions that, in any case in which Mortgaged Property shall have suffered damage, 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, and (ii) that such expenses will be recoverable by Countrywide through PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds or Liquidation 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 Borough pursuant to the terms and conditions of this Agreement available in connection with the events preceding the Foreclosure. The Holder, or entity assuming the obligations of the Redeveloper as to the parcel affected by such Foreclosure or sale, in that event must agree to complete the Project Improvements in the manner provided in this Agreement. Countrywide , but subject to reasonable extensions of the completion dates set forth in the Project Schedule, and shall be responsible for all costs and expenses incurred by it in any foreclosure proceedings; provided, however, submit evidence reasonably satisfactory to the Borough that it has the qualifications and financial responsibility necessary to perform such obligations. Any such Holder, or Person assuming such obligations of Redeveloper, properly completing the Project Improvements shall be entitled to reimbursement thereof from proceeds from the related Mortgaged PropertyCertificates of Completion in accordance herewith. Notwithstanding anything Nothing in this Agreement shall be construed or deemed to the contrary contained herein, in connection with a foreclosure permit 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 wastesauthorize any Holder, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, other entity assuming 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 obligations of the inspection or reviewRedeveloper, Countrywide shall promptly provide to devote the Purchaser with a written report of the environmental inspection. After reviewing the environmental inspection report, the Purchaser shall determine how Countrywide shall proceed with respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs Countrywide to proceed with foreclosure or acceptance of a 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 and any related environmental clean up costs, as applicable, from the related Liquidation ProceedsProject Improvements, or if the Liquidation Proceeds are insufficient any part thereof, to fully reimburse Countrywideany uses, Countrywide shall be entitled or to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs Countrywide not to proceed with foreclosure construct any improvements thereon, other than those uses or acceptance of a deed in lieu of foreclosure, Countrywide shall be reimbursed improvements provided for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereofor authorized by this Agreement.

Foreclosure. In accordance with Accepted Servicing Practices, Countrywide shall use 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. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage Loans, in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which Mortgaged Property shall have suffered damage, 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, and (ii) that such expenses will be recoverable by Countrywide through PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds or Liquidation 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 Purchaser shall determine how Countrywide shall proceed with respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs Countrywide to proceed with foreclosure or acceptance of a 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 and any related environmental clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse Countrywide, Countrywide shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs Countrywide not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, Countrywide shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.

Foreclosure. In accordance with Accepted Servicing Practices, Countrywide shall use 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. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage Loans, in such manner as will maximize the receipt of principal and interest by the 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 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 Loan or related REO Property. The 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 promptly notify the Purchaser and thereafter periodically advise the Purchaser of the status of the foreclosure proceedings and follow the Purchaser’s instructions in connection therewith. The foregoing is subject to the provisions that, in any case in which Mortgaged Property shall have suffered damage, 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, and (ii) that such expenses will be recoverable by Countrywide through PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds or Liquidation 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 Purchaser shall determine how Countrywide shall proceed with respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs Countrywide to proceed with foreclosure or acceptance of a 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 and any related environmental clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse Countrywide, Countrywide shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs Countrywide not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, Countrywide shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.”

Foreclosure. In accordance with Accepted Servicing Practices, Countrywide shall use reasonable efforts to foreclose upon Mortgagee may institute any one or otherwise comparably convert the ownership more actions of properties securing such mortgage foreclosure against all or any part of the Mortgaged Property, or take such other action at law, equity or by contract for the enforcement of this Mortgage Loans and realization on the security herein or elsewhere provided for, as come into the law may allow, and continue in default may proceed therein to final judgment and as to which no satisfactory arrangements can be made execution for collection the entire unpaid balance of delinquent 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 the Purchaser, taking into account, among other things, the timing of foreclosure proceedingsLoan. The foregoing is unpaid balance of any judgment shall bear interest at the greater of: (a) the statutory rate provided for judgments, or (b) the Default Rate. Without limiting the foregoing, Mortgagee may foreclose this Mortgage and exercise its rights as a secured party for all or any portion of the Loan which are then due and payable, subject to the provisions thatcontinuing lien of this Mortgage for the balance not then due and payable. In case of any sale of the Mortgaged Property by judicial proceedings, the Mortgaged Property may be sold in one parcel or in such parcels, manner or order as Mortgagee in its sole discretion may elect. Mortgagor, for itself and anyone claiming by, through or under it, hereby agrees that Mortgagee shall in no manner, in any case law or in which equity, be limited, except as herein provided, in the exercise of its rights in the Mortgaged Property shall have suffered damageor in any other security hereunder or otherwise appertaining to the Loan or any other obligation secured by this Mortgage, Countrywide whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Mortgagor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be required asserted by Mortgagor as a defense in any proceeding instituted by Mortgagee to expend its own funds toward collect the restoration of such property unless it shall determine in its discretion (i) that such restoration will increase Loan or any deficiency remaining unpaid after the proceeds of liquidation foreclosure sale of the related Mortgage Loan to the Purchaser after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable by Countrywide through PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property. Countrywide If Mortgagee shall notify have the Purchaser in writing right to foreclose this Mortgage, Mortgagor authorizes Mortgagee at its option to foreclose this Mortgage subject to the rights of any tenants of the commencement Mortgaged Property, and the failure to make any such tenants parties defendant to any such foreclosure proceeding and to foreclose their rights will not be asserted by Mortgagor as a defense to any proceeding instituted by Mortgagee to collect the Debt or any deficiency remaining unpaid after the foreclosure sale of foreclosure proceedings. Such notice may be contained in the reports prepared by Countrywide Mortgaged Property, it being expressly understood 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; providedagreed, however, that it nothing herein contained shall be entitled to reimbursement thereof prevent Mortgagee from proceeds from asserting in any proceeding disputing 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 amount of the inspection deficiency or reviewthe sufficiency of any bid at such foreclosure sale, Countrywide shall promptly provide that any such tenancies adversely affect the Purchaser with a written report value of the environmental inspection. After reviewing the environmental inspection report, the Purchaser shall determine how Countrywide shall proceed with respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs Countrywide to proceed with foreclosure or acceptance of a 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 and any related environmental clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse Countrywide, Countrywide shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs Countrywide not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, Countrywide shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.

Foreclosure. In accordance with Accepted Servicing Practices, Countrywide Lender shall use reasonable efforts have the right to foreclose upon the liens and security interests created hereby or pursuant to any other Loan Document, either by judicial or nonjudicial foreclosure, and notify the obligors or account debtors on the Collateral to render all further payment or performance thereon directly to Lender, and directly collect the same. In connection with the foregoing, Lender may prosecute, compromise, or settle claims and sell, lease or otherwise comparably convert the ownership of properties securing such dispose 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. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage LoansCollateral, in such manner as will maximize applying all proceeds received therefrom, less the receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which Mortgaged Property shall have suffered damage, 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, and (ii) that such expenses will be recoverable by Countrywide through PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds or Liquidation 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 in connection therewith, to Borrower's obligations to Lender secured thereby in such order and priority of application as Lender may elect. For the purpose of taking possession of any of the Collateral, Lender may enter upon and remove the Collateral from such place as the Collateral may then be located or may render the Collateral unusable, and/or may sell or otherwise dispose of the Collateral on such premises or at such other place as Lender shall determine. Borrower hereby grants to Lender and potential purchasers and bidders a right of access to the premises or places where the Collateral may then be located for the purpose of inspecting the Collateral and conducting a sale or other disposition of the same. Lender may also require Borrower, at Borrower's expense, to assemble the Collateral and deliver it to Lender at such place or places as Lender may designate which is or are reasonably convenient to Lender and Borrower and Borrower agrees to do so when so required by it Lender. With or without removal of the Collateral, Lender may operate or consume the Collateral in efforts to continue or productively employ the Collateral for such period or periods as Lender deems appropriate under the circumstances. Lender may sell or otherwise dispose of the Collateral at public or private sale or disposition, upon such terms as Lender may determine, and with or without having the Collateral at the place of sale or disposition. Lender may bid upon and purchase the Collateral at any public sale thereof. From the proceeds of any such sale, disposition, lease or operation of the Collateral, Lender shall deduct all expenses of retaking, storing, operating and selling or otherwise disposing of the Collateral, including the cost of maintenance and repairs and any other reasonable costs of preparing the Collateral for sale, lease or disposition, and Lender's counsels' fees and expenses. The balance of such proceeds shall be applied to the Obligations Secured in such order and priority of application as Lender may elect. Should the disposition of the Collateral (other than by retention by Lender) fail to satisfy all amounts secured by this Agreement, Borrower shall pay Lender the amount of any deficiency. Any assumption of management or collection hereunder or the application of monies received as a result thereof or otherwise shall not be deemed in any foreclosure proceedingsmanner to cure or waive any Default hereunder. Notwithstanding Lender's right to notify the obligors of or account debtors on the Collateral, this Agreement is intended to and shall serve as notice to all obligors of Borrower and to any and all other persons whomsoever as an authorization and direction to them to pay over all obligations and other items constituting Collateral hereunder to Lender on demand therefor, and an assurance to them that they shall be entitled to rely solely on the advice and instructions of Lender as to whether Default exists and as to all matters whatsoever pertaining to the payment of their obligations, and that they shall thus be fully protected in making any payments to Lender. If written notice pertaining to the disposition of the Collateral by Lender after Default is required by law, notice delivered or posted as provided in Section 9.15 (Notices) hereof at least five (5) calendar days before the date of a proposed public disposition or the date after which a private disposition may occur shall conclusively be deemed reasonable notice; provided, however, that nothing herein shall prevent the sale or other disposition upon shorter notice or without notice of the Collateral if 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, perishable or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection or review is it threatens 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 Purchaser shall determine how Countrywide shall proceed with respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs Countrywide to proceed with foreclosure or acceptance of a deed decline speedily 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 and any related environmental clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse Countrywide, Countrywide shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs Countrywide not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, Countrywide shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereofvalue.

Foreclosure. In accordance with Accepted Servicing PracticesMortgagee may exercise the STATUTORY POWER OF SALE. Any sale made hereunder may be as an entirety or in such parcels as Mortgagee may request. To the extent permitted by applicable Law, Countrywide shall use reasonable efforts to foreclose upon or otherwise comparably convert any sale may be adjourned by announcement at the ownership time and place appointed for such sale without further notice except as may be required by law. If the proceeds of properties securing such sale of less than the whole of the Property shall be less than the aggregate of the Obligations, this Mortgage Loans and the lien hereof shall remain in full force and effect as come into to the unsold portion of the Property just as though no sale had been made and continue in default the STATUTORY POWER OF SALE shall also apply to any future sales. A sale may cover not only the Real Property but also the Personalty and other interests which are a part of the Property, or any part thereof, as a unit and as to which no satisfactory arrangements can a part of a single sale, or the sale may be made for collection of delinquent paymentsany part of the Property separately from the remainder of the Property. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage Loans, in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other thingsAfter each sale, the timing of foreclosure proceedings. The foregoing is Mortgagee shall make to the purchaser or purchasers at such sale good and sufficient conveyances, conveying the property so sold to the purchaser or purchasers in fee simple, subject to the provisions thatPermitted Encumbrances (and to such leases and other matters, in any case in which Mortgaged Property if any), and shall have suffered damage, 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 receive the proceeds of liquidation of said sale or sales and apply the related Mortgage Loan to the Purchaser after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable by Countrywide through PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds or Liquidation 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; same as herein 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 Purchaser shall determine how Countrywide shall proceed with respect to the Mortgaged Property. In the event (a) any sale hereunder is not completed or is defective in the environmental inspection report indicates that opinion of Mortgagee, such sale shall not exhaust the Mortgaged Property is contaminated power of sale hereunder and Mortgagee shall have the right to cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any deed or deeds or other conveyances given by hazardous the Mortgagee as to nonpayment of the Obligations or toxic substances as to the occurrence of any default, or wastes as to Mortgagee’s having declared all of said indebtedness to be due and (b) payable, or as to the Purchaser directs Countrywide request to proceed with foreclosure sell, or acceptance as to notice of a deed in lieu time, place and terms of foreclosuresale and the properties to be sold having been duly given, Countrywide or as to any other act or thing having been duly done by Mortgagee shall be reimbursed for all reasonable costs associated with such foreclosure or acceptance taken as prima facie evidence of a deed in lieu the truth of foreclosure the facts so stated and any related environmental clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse Countrywide, Countrywide shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs Countrywide not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, Countrywide shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereofrecited.

Foreclosure. In accordance with Accepted Servicing Practicesthe event that any payment due under any Mortgage Loan is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, Countrywide shall use reasonable efforts take such action as it shall deem to foreclose upon or otherwise comparably convert be in the ownership of properties securing such best interest of the Purchaser. In the event that any payment due under any Mortgage Loans Loan remains delinquent for a period of ninety (90) days or more, Countrywide shall commence foreclosure proceedings in accordance with Customary Servicing Procedures and the guidelines set forth by Fxxxxx Mxx or Fxxxxxx Mac. In such connection, Countrywide shall obtain the prior written consent of the Purchaser prior to making any Servicing Advance of $5,000 or more. If the portion of any Liquidation Proceeds allocable as come into a recovery of interest on any Mortgage Loan is less than the full amount of accrued and continue in default unpaid interest on such Mortgage Loan as of the date such proceeds are received, then the applicable Servicing Fees with respect to such Mortgage Loan shall be paid first and as any amounts remaining thereafter shall be distributed to which no satisfactory arrangements can be made for collection of delinquent paymentsthe Purchaser. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage Loans, in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which Mortgaged Property shall have suffered damage, 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, and (ii) that such expenses will be recoverable by Countrywide through PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds or Liquidation 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 Purchaser shall determine how Countrywide shall proceed with respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs Countrywide to proceed with foreclosure or acceptance of a 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 and any related environmental clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse Countrywide, Countrywide shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs Countrywide not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, Countrywide shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.

Foreclosure. In accordance If the Subservicer reasonably determines that foreclosure or forfeiture is appropriate with Accepted Servicing Practicesrespect to an Asset (including if it determines that foreclosure/forfeiture is appropriate in conjunction with or as an alternative to collection efforts and default management services hereunder), Countrywide the Subservicer shall use reasonable efforts to foreclose upon or otherwise comparably convert retain an attorney and supervise 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. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage Loansforeclosure/forfeiture proceeding, in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which Mortgaged Property shall have suffered damage, 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, and (ii) that such expenses will be recoverable by Countrywide through PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds or Liquidation 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 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 Owner's option upon providing written notice to the Subservicer, 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 entitled posted and shall provide the Subservicer with copies of the pleadings, correspondence, environmental reports, appraisals and such other documents to reimbursement thereof from proceeds from 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 Mortgaged PropertyOwner 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 connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event Countrywide the Subservicer has reasonable cause to believe that a Mortgaged Property is contaminated an Environmental Problem Property as described in Section 4.2 hereof, the 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 hazardous such Owner in writing within five (5) Business Days after such Owner's receipt (or toxic substances 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 pursue a deficiency judgment against the related Obligor or wastes, any other liable party if the laws of the state do not permit such a deficiency judgment after such foreclosure or if the Purchaser otherwise requests an environmental inspection or review Subservicer determines in its reasonable judgment that the likely recovery if a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspectorpursuing the deficiency judgment. The cost for such inspection or review shall be borne by Subservicer and Owners agree to cooperate in good faith to effectuate the Purchaser. Upon completion intent 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 Purchaser shall determine how Countrywide shall proceed with respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs Countrywide to proceed with foreclosure or acceptance of a 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 and any related environmental clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse Countrywide, Countrywide shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs Countrywide not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, Countrywide shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereofthis Section.

Foreclosure. In accordance with Accepted Servicing Practices, Countrywide shall use 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. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage Loans, in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which Mortgaged Property shall have suffered damage, 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, and (ii) that such expenses will be recoverable by Countrywide through PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds or Liquidation 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 Purchaser shall determine how Countrywide shall proceed with respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs Countrywide to proceed with foreclosure or acceptance of a 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 and any related environmental clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse Countrywide, Countrywide shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs Countrywide not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, Countrywide shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.”