Common use of Realization Upon Defaulted Mortgage Loans; Workouts Clause in Contracts

Realization Upon Defaulted Mortgage Loans; Workouts. (a) The Servicer may foreclose upon or otherwise comparably convert the ownership in the name of, or on behalf of, the Trustee on behalf of the Trust Fund of Mortgaged Properties relating to defaulted Mortgage Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments. The decision of the Servicer whether to foreclose on a defaulted Mortgage Loan shall be subject to its determination that the proceeds of foreclosure would exceed the costs and expenses of bringing such a proceeding; such determination to be based upon a recent appraisal, brokers price opinion or other evidence of the property's current fair market value and the Servicer's recent experience in realizing on similar properties similarly located. In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with applicable law and with its normal and customary servicing standards, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. In the event a deficiency action is available against the Mortgagor or any other person, the Servicer may proceed for the deficiency. The Servicer may retain twenty-five percent (25%) of the net proceeds received pursuant to a deficiency action as compensation for entering into such action. The Servicer shall sell any REO Property prior to the close of the third calendar year beginning after the year of its acquisition by the Trust Fund, at such price as the Servicer in good faith deems necessary to comply with this covenant unless (i) the Serxxxxx xxxxxns for the Trustee an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters and acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property for any greater period will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund or of any Constituent REMIC as defined in Code Section 860F or cause any Constituent REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or (ii) the Servicer shall have applied for an extension of time in the manner contemplated by Code Section 856(e)(3), in which case such three-year period shall be extended by the applicable period. The Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Code Section 860G(a)(8) or result in the receipt by any Constituent REMIC of any "income from non-permitted assets" within the meaning of Code Section 860F(a)(2)(B) or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. In its efforts to sell such REO Property, the Servicer shall, either itself or through an agent, protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection, rent the same or any part thereof as the Servicer deems appropriate for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Mortgaged Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Mortgaged Property. The Servicer shall be under no obligation to foreclose upon or otherwise convert the ownership of any Mortgaged Property which it believes may be contaminated with or affected by solid wastes, hazardous wastes, hazardous substances or other pollutants. The Servicer shall not be liable to the Holders if, based on its belief that no such contamination or effect exists, the Servicer forecloses on a Mortgaged Property and takes title to such Mortgaged Property, and thereafter such Mortgaged Property is determined to be so contaminated or affected. In any case in which property subject to a Mortgage shall have suffered damage, the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of such property unless it shall determine in its discretion (a) that such restoration and/or foreclosure will increase the net proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and (b) that such expenses will be recoverable by it through either Liquidation Proceeds or Insurance Proceeds (with respect to each of which it shall have priority for purposes of withdrawals from the Collection Account, as contemplated in Section 3.06(d)). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof, as contemplated in Section 3.06(d). The Servicer shall not, however, be entitled to recover legal expenses incurred in connection with liquidation proceedings where the Mortgagor pays all Delinquent payments and expenses and such proceedings are terminated prior to liquidation, other than sums received from the Mortgagor for such expenses. In the event the Servicer does not elect to foreclose on a Mortgaged Property, the Servicer may, in the exercise of its judgment, elect to accept a payment or payments, in connection with the sale by the Mortgagor of such Mortgaged Property or the retention by the Mortgagor of such Mortgaged Property, in aggregate amount less than the outstanding balance of the related Mortgage Loan and accrued interest thereon. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its efforts in realizing upon defaulted Mortgage Loans hereunder. In addition to the foregoing provisions, the Servicer may enter into a special servicing agreement covering any one or more Mortgage Loans in default. Such special servicing agreement shall be subject to each Rating Agency's written acknowledgement that the ratings of the Certificates in effect immediately prior to the entering into of such agreement would not be qualified, downgraded or withdrawn and the Certificates would not be placed on credit review status (except for possible upgrading) as a result of such an agreement. (b) The Servicer shall determine for each defaulted Mortgage Loan at what time it has recovered, whether through trustee's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Mortgage Loan, whereupon such Mortgage Loan shall become a "Liquidated Loan". (c) The Servicer shall not agree to any modification, waiver, variance or amendment of any provision of any Mortgage Loan unless, in the Servicer's good faith judgment, such modification, waiver, variance or amendment would mitigate the loss that might otherwise be experienced on such Mortgage Loan and only in the event of a default on such Mortgage Loan or in the event that a default on such Mortgage Loan is imminent; provided, however, that no such modification, waiver, variance or amendment shall extend the maturity date of such Mortgage Loan beyond the Collection Period relating to the latest Last Scheduled Distribution Date of any Class of Outstanding Certificates. The Servicer shall be permitted to modify, waive, vary or amend any provision of a Mortgage Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Trustee prior to the execution of any modification, waiver or amendment of any material provision of any Mortgage Loan and shall deliver to the Custodian, for deposit in the related Mortgage File, an original counterpart of such modification, waiver or amendment, promptly following the execution thereof.

Realization Upon Defaulted Mortgage Loans; Workouts. (a) The Servicer may foreclose upon or otherwise comparably convert the ownership in the name of, or on behalf of, the Trustee on behalf of the Trust Fund of Mortgaged Properties relating to defaulted Mortgage Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments. The decision of the Servicer whether to foreclose on a defaulted Mortgage Loan shall be subject to its determination that the proceeds of foreclosure would exceed the costs and expenses of bringing such a proceeding; such determination to be based upon a recent appraisal, brokers price opinion or other evidence of the property's current fair market value and the Servicer's recent experience in realizing on similar properties similarly located. In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with applicable law and with its normal and customary servicing standards, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. In the event a deficiency action is available against the Mortgagor or any other person, the Servicer may proceed for the deficiency. The Servicer may retain twenty-five percent (25%) of the net proceeds received pursuant to a deficiency action as compensation for entering into such action. The Servicer shall sell any REO Property prior to the close of the third calendar year beginning after the year of its acquisition by the Trust Fund, at such price as the Servicer in good faith deems necessary to comply with this covenant unless (i) the Serxxxxx xxxxxns for the Trustee an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters and acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property for any greater period will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund or of any Constituent REMIC as defined in Code Section 860F or cause any Constituent REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or (ii) the Servicer shall have applied for an extension of time in the manner contemplated by Code Section 856(e)(3), in which case such three-year period shall be extended by the applicable period. The Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Code Section 860G(a)(8) or result in the receipt by any Constituent REMIC of any "income from non-permitted assets" within the meaning of Code Section 860F(a)(2)(B) or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. In its efforts to sell such REO Property, the Servicer shall, either itself or through an agent, protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection, rent the same or any part thereof as the Servicer deems appropriate for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Mortgaged Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Mortgaged Property. The Servicer shall be under no obligation to foreclose upon or otherwise convert the ownership of any Mortgaged Property which it believes may be contaminated with or affected by solid wastes, hazardous wastes, hazardous substances or other pollutants. The Servicer shall not be liable to the Holders if, based on its belief that no such contamination or effect exists, the Servicer forecloses on a Mortgaged Property and takes title to such Mortgaged Property, and thereafter such Mortgaged Property is determined to be so contaminated or affected. In any case in which property subject to a Mortgage shall have suffered damage, the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of such property unless it shall determine in its discretion (a) that such restoration and/or foreclosure will increase the net proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and (b) that such expenses will be recoverable by it through either Liquidation Proceeds or Insurance Proceeds (with respect to each of which it shall have priority for purposes of withdrawals from the Collection Account, as contemplated in Section 3.06(d)). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof, as contemplated in Section 3.06(d). The Servicer shall not, however, be entitled to recover legal expenses incurred in connection with liquidation proceedings where the Mortgagor pays all Delinquent payments and expenses and such proceedings are terminated prior to liquidation, other than sums received from the Mortgagor for such expenses. In the event the Servicer does not elect to foreclose on a Mortgaged Property, the Servicer may, in the exercise of its judgment, elect to accept a payment or payments, in connection with the sale by the Mortgagor of such Mortgaged Property or the retention by the Mortgagor of such Mortgaged Property, in aggregate amount less than the outstanding balance of the related Mortgage Loan and accrued interest thereon. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its efforts in realizing upon defaulted Mortgage Loans hereunder. In addition to the foregoing provisions, the Servicer may enter into a special servicing agreement covering any one or more Mortgage Loans in default. Such special servicing agreement shall be subject to each Rating Agency's written acknowledgement that the ratings of the Certificates in effect immediately prior to the entering into of such agreement would not be qualified, downgraded or withdrawn and the Certificates would not be placed on credit review status (except for possible upgrading) as a result of such an agreement. (b) The Servicer shall determine for each defaulted Mortgage Loan at what time it has recovered, whether through trustee's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Mortgage Loan, whereupon such Mortgage Loan shall become a "Liquidated Loan". (c) The Servicer shall not agree to any modification, waiver, variance or amendment of any provision of any Mortgage Loan unless, in the Servicer's good faith judgment, such modification, waiver, variance or amendment would mitigate the loss that might otherwise be experienced on such Mortgage Loan and only in the event of a default on such Mortgage Loan or in the event that a default on such Mortgage Loan is imminentreasonably foreseeable; provided, however, that no such modification, waiver, variance or amendment shall extend the maturity date of such Mortgage Loan beyond the Collection Period relating to the latest Last Scheduled Distribution Date of any Class of Outstanding Certificates. The Servicer shall be permitted to modify, waive, vary or amend any provision of a Mortgage Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Trustee prior to the execution of any modification, waiver or amendment of any material provision of any Mortgage Loan and shall deliver to the Custodian, for deposit in the related Mortgage File, cause an original counterpart of such modification, waiver or amendment, promptly following the execution thereofthereof to be deposited in the related Mortgage File to be held in trust for the Trustee.

Realization Upon Defaulted Mortgage Loans; Workouts. (a) The Servicer may shall foreclose upon or otherwise comparably convert the ownership in the name of, or on behalf of, the Trustee on behalf of the Trust Fund of Mortgaged Properties relating to defaulted Mortgage Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments. The decision of the Servicer whether to foreclose on a defaulted Mortgage Loan shall be subject to its determination that the proceeds of foreclosure would exceed the costs and expenses of bringing such a proceeding; such determination to be based upon a recent appraisal, brokers price opinion or other evidence of the property's current fair market value and the Servicer's recent experience in realizing on similar properties similarly located. In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with applicable law and with its normal and customary the servicing standardsstandards set forth in the Xxxxxx Xxx Guide, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. In the event a deficiency action is available against the Mortgagor or any other person, the Servicer may proceed for the deficiency. The Servicer may retain twenty-five percent (25%) of the net proceeds received pursuant to a deficiency action as compensation for entering into such action. The Servicer shall sell any REO Property prior to the close of the third calendar year beginning after the year of its acquisition by the Trust Fund, at such price as the Servicer in good faith deems xxxxx xxxxx necessary to comply with this covenant unless (i) the Serxxxxx xxxxxns Servicer obtains for the Trustee an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters and acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property for any greater period will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund or of any Constituent REMIC as defined in Code Section 860F or cause any Constituent REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or (ii) the Servicer shall have applied for an extension of time in the manner contemplated by Code Section 856(e)(3), in which case such three-year period shall be extended by the applicable period. The Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Code Section 860G(a)(8) or result in the receipt by any Constituent REMIC of any "income from non-permitted assets" within the meaning of Code Section 860F(a)(2)(B) or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. In its efforts to sell such REO Property, the Servicer shall, shall either itself or through an agent, agent protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection, rent the same or any part thereof as the Servicer deems appropriate for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response, Compensation, Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Mortgaged Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Mortgaged Property. The Servicer shall be under no obligation to foreclose upon or otherwise convert the ownership of any Mortgaged Property which it believes may be contaminated with or affected by solid wastes, hazardous wastes, hazardous substances or other pollutants. The Servicer shall not be liable to the Holders if, based on its belief that no such contamination or effect exists, the Servicer forecloses on a Mortgaged Property and takes title to such Mortgaged Property, and thereafter such Mortgaged Property is determined to be so contaminated or affected. In any case in which property subject to a Mortgage shall have suffered damage, the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of such property unless it shall determine in its discretion (a) that such restoration and/or foreclosure will increase the net proceeds of liquidation of the related Mortgage Loan to the Holders after reimbursement to itself for such expenses and (b) that such expenses will be recoverable by it through either Liquidation Proceeds or Insurance Proceeds (with respect to each of which it shall have priority for purposes of withdrawals from the Collection AccountP&I Account from the related property, as contemplated in Section 3.06(d)). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereofthereof from the related property, as contemplated in Section 3.06(d). The Servicer shall not, however, be entitled to recover legal expenses incurred in connection with liquidation proceedings where the Mortgagor pays all Delinquent payments and expenses and such proceedings are terminated prior to liquidation, other than sums received from the Mortgagor for such expenses. In the event the Servicer does not elect to foreclose on a Mortgaged Property, the Servicer may, in the exercise of its judgment, elect to accept a payment or payments, in connection with the sale by the Mortgagor of such Mortgaged Property or the retention by the Mortgagor of such Mortgaged Property, in aggregate amount less than the outstanding balance of the related Mortgage Loan and accrued interest thereon. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its efforts in realizing upon defaulted Mortgage Loans hereunder. In addition to the foregoing provisions, the Servicer may enter into a special servicing agreement covering any one or more Mortgage Loans in defaultdefault with a Holder of 100% of the Principal Balance of a Subclass of Class B Certificates or a holder of a class of securities representing interests in Class B Certificates. Such special servicing agreement shall be subject to each Rating Agency's written acknowledgement that the ratings of the Certificates in effect immediately prior to the entering into of such agreement would not be qualified, downgraded or withdrawn and the Certificates would not be placed on credit review status (except for possible upgrading) as a result of such an agreement. (b) The Servicer shall determine determine, for each defaulted Mortgage Loan at what time and in accordance with the procedures set forth in the Xxxxxx Xxx Guide, when it has recovered, whether through trustee's sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Mortgage Loan, whereupon such Mortgage Loan shall become a "Liquidated Loan.". (c) The Servicer shall not agree to any modification, waiver, variance or amendment of any provision of any Mortgage Loan unless, in the Servicer's good faith judgment, such modification, waiver, variance or amendment would mitigate the loss that might otherwise be experienced on with respect to such Mortgage Loan and only in the event of a default on with respect to such Mortgage Loan or in the event that a default on with respect to such Mortgage Loan is imminent; provided, however, that no such modification, waiver, variance or amendment shall extend the maturity date of such Mortgage Loan beyond the Collection Period relating to the latest Last Scheduled Distribution Date of any the latest Class of Outstanding Certificates. The Servicer shall be permitted to modify, waive, vary or amend any provision of a Mortgage Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Trustee prior to the execution of any modification, waiver or amendment of any material provision of any Mortgage Loan and shall deliver to the appropriate Custodian, on behalf of the Trustee, for deposit in the related Mortgage File, an original counterpart of such modification, waiver or amendment, promptly following the execution thereof.

Realization Upon Defaulted Mortgage Loans; Workouts. (a) The Servicer may foreclose upon or otherwise comparably convert the ownership in the name of, or on behalf of, the Trustee on behalf of the Trust Fund of Mortgaged Properties relating to defaulted Mortgage Loans as to which no satisfactory arrangements can be made for collection of Delinquent payments. The decision of the Servicer whether to foreclose on a defaulted Mortgage Loan shall be subject to its determination that the proceeds of foreclosure would exceed the costs and expenses of bringing such a proceeding; such determination to be based upon a recent appraisal, brokers price opinion or other evidence of the property's ’s current fair market value and the Servicer's ’s recent experience in realizing on similar properties similarly located. In connection with such foreclosure or other conversion, the Servicer shall exercise such of the rights and powers vested in it hereunder, and use the same degree of care and skill in their exercise or use, as prudent mortgage lenders would exercise or use under the circumstances in the conduct of their own affairs and consistent with applicable law and with its normal and customary servicing standards, including, but not limited to, advancing funds for the payment of taxes, amounts due with respect to Senior Liens, and insurance premiums. In the event a deficiency action is available against the Mortgagor or any other person, the Servicer may proceed for the deficiency. The Servicer may retain twenty-five percent (25%) of the net proceeds received pursuant to a deficiency action as compensation for entering into such action. The Servicer shall sell any REO Property prior to the close of the third calendar year beginning after the year of its acquisition by the Trust Fund, at such price as the Servicer in good faith deems xxxxx xxxxx necessary to comply with this covenant unless (i) the Serxxxxx xxxxxns Servicer obtains for the Trustee an Opinion of Counsel (the expense of which opinion shall be a Servicing Advance) experienced in federal income tax matters and acceptable to the Trustee, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property for any greater period will not result in the imposition of taxes on "“prohibited transactions" ” of the Trust Fund or of any Constituent REMIC as defined in Code Section 860F or cause any Constituent REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or (ii) the Servicer shall have applied for an extension of time in the manner contemplated by Code Section 856(e)(3), in which case such three-year period shall be extended by the applicable period. The Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as "“foreclosure property" ” within the meaning of Code Section 860G(a)(8) or result in the receipt by any Constituent REMIC of any "“income from non-permitted assets" ” within the meaning of Code Section 860F(a)(2)(B) or any "“net income from foreclosure property" ” which is subject to taxation under the REMIC Provisions. In its efforts to sell such REO Property, the Servicer shall, either itself or through an agent, protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection, rent the same or any part thereof as the Servicer deems appropriate for the period prior to the sale of such REO Property. The Servicer shall take into account the existence of any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation, on a Mortgaged Property in determining whether to foreclose upon or otherwise comparably convert the ownership of such Mortgaged Property. The Servicer shall be under no obligation to foreclose upon or otherwise convert the ownership of any Mortgaged Property which it believes may be contaminated with or affected by solid wastes, hazardous wastes, hazardous substances or other pollutants. The Servicer shall not be liable to the Holders if, based on its belief that no such contamination or effect exists, the Servicer forecloses on a Mortgaged Property and takes title to such Mortgaged Property, and thereafter such Mortgaged Property is determined to be so contaminated or affected. In any case in which property subject to a Mortgage shall have suffered damage, the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of such property unless it shall determine in its discretion (a) that such restoration and/or foreclosure will increase the net proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and (b) that such expenses will be recoverable by it through either Liquidation Proceeds or Insurance Proceeds (with respect to each of which it shall have priority for purposes of withdrawals from the Collection Account, as contemplated in Section 3.06(d)). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof, as contemplated in Section 3.06(d). The Servicer shall not, however, be entitled to recover legal expenses incurred in connection with liquidation proceedings where the Mortgagor pays all Delinquent payments and expenses and such proceedings are terminated prior to liquidation, other than sums received from the Mortgagor for such expenses. In the event the Servicer does not elect to foreclose on a Mortgaged Property, the Servicer may, in the exercise of its judgment, elect to accept a payment or payments, in connection with the sale by the Mortgagor of such Mortgaged Property or the retention by the Mortgagor of such Mortgaged Property, in aggregate amount less than the outstanding balance of the related Mortgage Loan and accrued interest thereon. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its efforts in realizing upon defaulted Mortgage Loans hereunder. In addition to the foregoing provisions, the Servicer may enter into a special servicing agreement covering any one or more Mortgage Loans in default. Such special servicing agreement shall be subject to each Rating Agency's ’s written acknowledgement that the ratings of the Certificates in effect immediately prior to the entering into of such agreement would not be qualified, downgraded or withdrawn and the Certificates would not be placed on credit review status (except for possible upgrading) as a result of such an agreement. (b) The Servicer shall determine for each defaulted Mortgage Loan at what time it has recovered, whether through trustee's ’s sale, foreclosure sale or otherwise, all amounts it expects to recover from or on account of such defaulted Mortgage Loan, whereupon such Mortgage Loan shall become a "“Liquidated Loan"”. (c) The Servicer shall not agree to any modification, waiver, variance or amendment of any provision of any Mortgage Loan unless, in the Servicer's ’s good faith judgment, such modification, waiver, variance or amendment would mitigate the loss that might otherwise be experienced on such Mortgage Loan and only in the event of a default on such Mortgage Loan or in the event that a default on such Mortgage Loan is imminent; provided, however, that no such modification, waiver, variance or amendment shall extend the maturity date of such Mortgage Loan beyond the Collection Period relating to the latest Last Scheduled Distribution Date of any Class of Outstanding Certificates. The Servicer shall be permitted to modify, waive, vary or amend any provision of a Mortgage Loan if required by statute or a court of competent jurisdiction to do so. (d) The Servicer shall provide written notice to the Trustee prior to the execution of any modification, waiver or amendment of any material provision of any Mortgage Loan and shall deliver to the Custodian, for deposit in the related Mortgage File, an original counterpart of such modification, waiver or amendment, promptly following the execution thereof.