Common use of Title, Management and Disposition of REO Property Clause in Contracts

Title, Management and Disposition of REO Property. If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer Trustee or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify benefit of the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of Trustee. (b) In the event that the Trust Fund acquires any REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the calendar third taxable year beginning after the year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code unless the Servicer with an Opinion has received a grant of Counsel to extension from the effect Internal Revenue Service of the above-mentioned grace period such that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates (other than the Class P Certificates) are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer . Subject to compliance with applicable laws and regulations as shall report monthly to the Master Servicer as to progress being made at any time be in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. The Servicer shall deposit or cause to be deposited, on a daily basis, within one Business Day of receipt, in the Collection Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Trustee shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances, Servicing Fees and Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances, Servicing Fees and Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided above, shall be deposited in the Collection Account for transfer to the Distribution Account on the succeeding Servicer Remittance Date in accordance with Section 3.04(a)(vi). Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. (a) If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Trustee or its nomineedesignee. Notwithstanding the foregoing, in either case as nomineethe Servicer shall not acquire title to any Mortgaged Property, or proceed with the management of any REO Property, for which the benefit of Servicer has knowledge that such Mortgaged Property or REO Property is affected by hazardous waste. The Servicer shall either itself, or through an agent, manage, conserve, protect and operate each REO Property (and may temporarily rent the Trustee same) on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")Fund. In the event that the Trust Fund acquires any REO Property in connection with a default or imminent default on a Mortgage Loan, the Servicer shall dispose of such REO Property not later than the end of the third taxable year after the year of its acquisition by the Trust Fund unless the Servicer has applied for and received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the Trust Fund may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a federal or state tax upon such REMIC. If the Servicer has received such an extension, then the Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the "Extended Period"). If the Servicer has not received such an extension and the Servicer is not authorized or permitted unable to hold title to real property in the state in which sell the REO Property is located, or would be adversely affected under within the "doing business" or tax laws period ending 3 months before the end of such state third taxable year after its acquisition by so holding titlethe Trust Fund or if the Servicer has received such an extension, and the Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the deed Servicer shall, before the end of the three year period or certificate the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of sale the three-year period or the Extended Period, as the case may be. The Trustee shall be taken in sign any document prepared by the name of such Person Servicer or Persons as shall be consistent with an Opinion of Counsel obtained take any other action reasonably requested by the Servicer which would enable the Servicer, at expense on behalf of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is locatedrequest such grant of extension. The Person or Persons holding such title Notwithstanding any other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures provisions of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of no REO Property acquired by the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreementheld, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (b) The Servicer shall deposit or cause to be deposited in the applicable Custodial Account, on a daily basis, all revenues received with respect to each REO Property and shall be permitted to withdraw therefrom, to the extent of the amount of such revenues on deposit therein, funds necessary for the proper operation, management and maintenance of such REO Property, including but not limited to the cost of maintaining any hazard insurance and the fees of any managing agent acting on behalf of the Servicer. (c) If the Servicer elects to dispose of an REO Property without utilizing the services of an agent, the Servicer shall notify the Trustee of its receipt of any and all bona fide offers to purchase that REO Property. Each such REO Disposition shall be carried out by the Servicer at such price, and upon such terms and conditions. If the Servicer utilizes the services of an approved agent to dispose of an REO Property, the Servicer shall provide the Trustee with a copy of such agent's marketing plan, which shall include, but not be limited to, (i) the marketing time period, (ii) an estimate of the costs of any repairs or improvements, (iii) the lowest acceptable sale price for the REO Property and (iv) other proposed terms and conditions of sale. The REO Disposition shall be carried out by the Servicer in accordance with the terms thereof. If the Servicer receives a bona fide offer to purchase an REO Property and would like to accept the offer, but the offer is outside the parameters of the approved marketing plan, the Servicer shall provide the Trustee with written notification of the terms and conditions of the offer. The Servicer, upon an REO Disposition, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. If the proceeds from an REO Disposition are insufficient to reimburse the Servicer for any related unreimbursed Servicing Advances, to the extent such reimbursement will constitute an "unanticipated expense" (within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)) of a REMIC provided for herein, the Servicer shall be entitled to withdraw any such deficiency from amounts on deposit in the applicable Custodial Account. All proceeds from an REO Disposition, net of any reimbursement to the Servicer as provided above, shall be remitted to the Trustee within three (3) Business Days following receipt thereof.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel (at the Servicer's expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “"prohibited transactions” " of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold or managed in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “"net income from foreclosure property” " with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall deposit or cause to be deposited, on a daily basis in each Custodial Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 hereof. The Servicer shall maintain separate records with respect to each REO Property identifying all deposits and withdrawals from the Custodial Account for each REO Property. The Servicer shall furnish to the Owner on each Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Owner shall reasonably request. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the F▇▇▇▇▇ Mae Guide, manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall be entitled to reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees or Monthly Advances made. Such reimbursement will be subject to Master Servicer approval of claims submitted within 90 days of liquidation (such approval will be rendered within 30 days of the Master Servicer’s receipt of the complete claim of loss notification package), and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the proceeds of such sale deposited in the Custodial Account shall be distributed to the Purchaser. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer Trustee or its nomineea nominee thereof, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee or a nominee thereof is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the benefit of the Trustee. The Trustee’s name shall be placed on the title to such REO OwnerProperty solely as the Trustee hereunder and not in its individual capacity. The Servicer shall notify ensure that the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing title to such REO Property references this Agreement and the Trustee’s capacity hereunder. (b) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Fund, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above-mentioned grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel Counsel, addressed to the Servicer and the Trustee, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the . The Servicer shall have applied forbe entitled to be reimbursed from the Collection Account for any costs incurred in obtaining such Opinion of Counsel, prior as provided in Section 3.05. Subject to the expiration of such three-year period, an extension of such three-year period compliance with applicable laws and regulations as shall at any time be in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “foreclosure property” within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage Servicing File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. The Servicer shall deposit or cause to be deposited, on a daily basis, within two Business Days of receipt, in the Collection Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Trustee shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders’ interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided above, shall be deposited in the Collection Account for distribution on the succeeding Servicer Remittance Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC). (c) The Servicer may write-off any Second Lien Mortgage Loan that has been Delinquent for a period of 180 days or more if the Servicer determines that any amount that could be recovered on such Mortgage Loan would be less than the cost required to achieve such recovery.

Title, Management and Disposition of REO Property. (a) If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Trustee or its nomineedesignee. Notwithstanding the foregoing, in either case as nomineethe Servicer shall not acquire title to any Mortgaged Property, or proceed with the management of any REO Property, for which the benefit of Servicer has knowledge that such Mortgaged Property or REO Property is affected by hazardous waste. The Servicer shall either itself, or through an agent, manage, conserve, protect and operate each REO Property (and may temporarily rent the Trustee same) on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")Fund. In the event that the Trust Fund acquires any REO Property in connection with a default or imminent default on a Mortgage Loan, the Servicer shall dispose of such REO Property not later than the end of the third taxable year after the year of its acquisition by the Trust Fund unless the Servicer has applied for and received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the Trust Fund may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a federal or state tax upon such REMIC. If the Servicer has received such an extension, then the Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the "Extended Period"). If the Servicer has not received such an extension and the Servicer is not authorized or permitted unable to hold title to real property in the state in which sell the REO Property is located, or would be adversely affected under within the "doing business" or tax laws period ending 3 months before the end of such state third taxable year after its acquisition by so holding titlethe Trust Fund or if the Servicer has received such an extension, and the Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the deed Servicer shall, before the end of the three year period or certificate the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of sale the three-year period or the Extended Period, as the case may be. The Trustee shall be taken in sign any document prepared by the name of such Person Servicer or Persons as shall be consistent with an Opinion of Counsel obtained take any other action reasonably requested by the Servicer which would enable the Servicer, at expense on behalf of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding request such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures grant of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageextension. Notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (b) The Servicer shall deposit or cause to be deposited in the applicable Custodial Account, on a daily basis, all revenues received with respect to each REO Property and shall be permitted to withdraw therefrom, to the extent of the amount of such revenues on deposit therein, funds necessary for the proper operation, management and maintenance of such REO Property, including but not limited to the cost of maintaining any hazard insurance and the fees of any managing agent acting on behalf of the Servicer. (c) If the Servicer elects to dispose of an REO Property without utilizing the services of an agent, the Servicer shall notify the Trustee of its receipt of any and all bona fide offers to purchase that REO Property. Each such REO Disposition shall be carried out by the Servicer at such price, and upon such terms and conditions. If the Servicer utilizes the services of an approved agent to dispose of an REO Property, the Servicer shall provide the Trustee with a copy of such agent's marketing plan, which shall include, but not be limited to, (i) the marketing time period, (ii) an estimate of the costs of any repairs or improvements, (iii) the lowest acceptable sale price for the REO Property and (iv) other proposed terms and conditions of sale. The REO Disposition shall be carried out by the Servicer in accordance with the terms thereof. If the Servicer receives a bona fide offer to purchase an REO Property and would like to accept the offer, but the offer is outside the parameters of the approved marketing plan, the Servicer shall provide the Trustee with written notification of the terms and conditions of the offer. The Servicer, upon an REO Disposition, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. If the proceeds from an REO Disposition are insufficient to reimburse the Servicer for any related unreimbursed Servicing Advances, to the extent such reimbursement will constitute an "unanticipated expense" (within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)) of a REMIC provided for herein, the Servicer shall be entitled to withdraw any such deficiency from amounts on deposit in the applicable Custodial Account. All proceeds from an REO Disposition, net of any reimbursement to the Servicer as provided above, shall be remitted to the Trustee within three (3) Business Days following receipt thereof.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nomineeTrustee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Trustee. The Pursuant to the power of attorney granted in Section 3.01, the Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures is hereby authorized to acquire, transfer and dispose of each acquisition of any REO Property upon such acquisition, and thereafter assume taken in the responsibility name of the Trustee pursuant to this Section 3.13 without further documentation of its authority as attorney in fact for marketing such the Trustee on behalf of the Trust. (b) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Fund, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above-mentioned grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel Counsel, addressed and delivered to the Servicer and the Trustee, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the . The Servicer shall have applied forbe entitled to be reimbursed from the Collection Account for any costs incurred in obtaining such Opinion of Counsel, prior as provided in Section 3.05. Subject to the expiration of such three-year period, an extension of such three-year period compliance with applicable laws and regulations as shall at any time be in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and possession thereof and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall deposit or cause to be deposited, on a daily basis, within three Business Days of receipt, into the Collection Account, all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Securities Administrator and the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month, if applicable. Such operation statement shall be accompanied by such other information as the Securities Administrator or the Trustee shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The Servicer shall be entitled to an REO Disposition Fee upon each REO Disposition, and may withhold and retain the REO Disposition Fee from Liquidation Proceeds. The proceeds from the REO Disposition, net of any payments to the Servicer as provided above, shall be deposited in the Collection Account and shall be distributed to the Trust in the month following receipt thereof in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")Indenture Trustee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Indenture Trustee shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Indenture Trustee. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted the Servicing ProceduresStandard, itself or through the Subservicer. ThereafterFollowing acquisition of any REO Property, the Servicer shall, or shall continue to cause the Subservicer to, provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall, or shall cause the Subservicer to, report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) ifafter the end of the third year following the conversion of the related Mortgage Loan into REO Property. The Servicer shall, either itself or through the Subservicer or through an agent selected by the Servicer or the Subservicer, in accordance with the written consent Servicing Standard, manage, conserve, protect and operate each REO Property. Each REO Disposition shall be carried out by the Servicer or the Subservicer at such price and upon such terms and conditions as the Servicer or the Subservicer deems to be in the best interest of the Issuer and the Indenture Trustee and as are approved in writing by the Master Servicer. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, a purchase money mortgage is taken in connection with the expenses of such sale, such purchase money mortgage sale shall name be paid and the Servicer as mortgageeor the Subservicer shall reimburse itself for any related Servicing Advances, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into or Monthly Advances made by it with respect to such purchase money mortgageREO Property or the related Mortgage Loan. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged The Servicer shall cause each REO Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for inspected promptly upon the production acquisition of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) title thereto and shall cause such Mortgaged each REO Property to fail to qualify be inspected at any time least monthly thereafter or more frequently as “foreclosure property” within a meaning of Section 860G(a)(8) of may be required by the Code, (ii) subject the Trust Fund to the imposition of any federal circumstances. The Servicer shall make or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale inspector to make a written report of each such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxesinspection.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel (at the Servicer's expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “"prohibited transactions” " of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold or managed in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “"net income from foreclosure property” " with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall deposit or cause to be deposited, on a daily basis in each Custodial Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 hereof. The Servicer shall maintain separate records with respect to each REO Property identifying all deposits and withdrawals from the Custodial Account for each REO Property. The Servicer shall furnish to the Owner on each Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Owner shall reasonably request. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the ▇▇▇▇▇▇ Mae Guide, manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Master Servicer) in the name of the Servicer Trustee or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Master Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the benefit of the Trustee. (b) In the event that the Trust Fund acquires any REO Owner. The Servicer shall notify Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer in accordance with Accepted Servicing Procedures shall dispose of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the calendar third taxable year beginning after the year of its acquisition by the date Trust Fund for purposes of acquisition, Section 860G(a)(8) of the Code unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by has received a grant of extension from the Servicer with an Opinion Internal Revenue Service of Counsel to the effect above-mentioned grace period such that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer . Subject to compliance with applicable laws and regulations as shall report monthly to the Master Servicer as to progress being made at any time be in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Master Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Master Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Master Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Master Servicer to the Trustee upon request. The Master Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Master Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Master Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. The Master Servicer shall deposit or cause to be deposited, on a daily basis, within one Business Day of receipt, in the Collection Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Master Servicer. The Master Servicer shall furnish to the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Trustee shall reasonably request. The Master Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the Master Servicer at such price and upon such terms and conditions as the Master Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Master Servicer there were outstanding unreimbursed Servicing Advances, Servicing Fees and Advances with respect to the REO Property, the Master Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances, Servicing Fees and Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Master Servicer as provided above, shall be deposited in the Collection Account for transfer to the Distribution Account on the succeeding Servicer Remittance Date in accordance with Section 3.04(a)(vi). Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Master Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer Owner in accordance with Accepted Servicing Procedures prudent servicing practices of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer’s expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master ServicerOwner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund Owner shall be entered into with respect to such purchase money mortgage. The Servicer shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any REMIC. The Servicer shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the ▇▇▇▇▇▇ Mae Guide, manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner. Notwithstanding anything to the contrary set forth in this Section 4.13, the parties hereto hereby agree that the Owner, at its option, shall be entitled to manage, conserve, protect and operate each REO Property for its own benefit (such option, an "REO Option"). In connection with the exercise of an REO Option, the prior two paragraphs and the related provisions of Section 4.03 and Section 4.04(iii) (such provisions, the “REO Marketing Provisions”) shall be revised as follows. Following the acquisition of any Mortgaged Property, the Servicer shall submit a detailed invoice to the Owner for all related Servicing Advances and, upon exercising the REO Option, the Owner shall promptly reimburse the Servicer for such amounts. In the event the REO Option is exercised with respect to an REO Property, Section 4.04 (iii) shall not be applicable thereto. References made in Section 4.03 with respect to the reimbursement of Servicing Advances shall, for purposes of such REO Property, be deemed to be covered by this paragraph. The Owner acknowledges that, in the event it exercises an REO Option, with respect to the related REO Property, there shall be no breach by the Servicer based upon or arising out of the Servicer's failure to comply with the REO Marketing Provisions.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or foreclosure, by deed in lieu of foreclosureforeclosure or otherwise (including by purchase), the deed or certificate of sale shall be taken in the name of VCMR, or, at the Servicer or its nominee, in either case as nominee, for the benefit direction of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO related Owner"). In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by a nominee for the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is locatedrelated Owner. The Person or Persons holding such title other than the Trust Fund related Owner shall acknowledge in writing that such title is being held as nominee for the related Owner. In accordance with an REO marketing plan approved by the Owners, the Servicer shall manage, conserve, protect and operate each REO Property for the related Owner solely for the purpose of maximizing the net present value of proceeds recoverable by the applicable Owner. The Servicer shall notify cause each REO Property to be inspected promptly upon the Master Servicer acquisition of title thereto and shall cause each REO Property to be inspected in accordance with Accepted Servicing Procedures of each acquisition of Section 2.13. The Servicer, either itself or through an agent selected by the Servicer, shall manage, conserve, protect and operate the REO Property upon in the same manner that similar property in the same locality as the REO Property is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than three years, except as otherwise provided below) on such acquisition, terms and thereafter assume conditions as the responsibility for marketing Servicer deems to be in the reasonable interest of the related Owner. The Servicer shall use commercially reasonable efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating any event within three years after title has been taken to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisitionProperty, unless (i) a REMIC election has not been made with respect to the arrangement under which the Serviced Mortgage Loans and the REO Property are held held, and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied fordetermines, prior and gives notice to the expiration related Owner to such effect, that a longer period is necessary for the orderly liquidation of such three-year period, an extension of such three-year period in REO Property or that to maximize recovery the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall REO Property should be extended by the applicable periodrented. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the The Servicer shall report monthly to the Master Servicer Owners as to the progress being made in selling such each REO Property in accordance with Section 2.17. The Servicer shall also maintain on each REO Property fire and (ii) ifhazard insurance with extended coverage in amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, with liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interests of the related Owner; provided that the Servicer has received the prior written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into related Owner with respect to each disposition thereof. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such purchase money mortgagesale shall be paid and the Servicer shall reimburse itself for any related unreimbursed Servicing Advances, Expenses and unpaid Servicing Fees. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Owners, net of any Ancillary Income or unreimbursed Servicing Fees, Expenses or Servicing Advances. The Servicer shall withdraw from the Custodial Account funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 2.10. Such advances shall be considered a Servicing Advance. Notwithstanding any other provision of this Agreementthe foregoing, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or event any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless such cost exceeds $5,000 before making any such advance the Servicer has agreed to indemnify and hold harmless shall obtain the Trust Fund with respect to the imposition of any such taxesrelated Owner’s prior written approval.

Title, Management and Disposition of REO Property. If title to a the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nomineeFV-I Inc., a Delaware corporation, in either case as nominee, for the benefit of the Trustee on behalf Purchaser of the Trust Fund record on the date of acquisition of title (the "REO Owner"). In the event If the Servicer is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion opinion of Counsel counsel obtained by the Servicer, at the expense of the Trust FundPurchaser, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify cause to be deposited on a daily basis in the Master Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Subsection 11.10 and the fees of any managing agent acting on behalf of the Servicer. Any disbursement in excess of $5,000 shall be made only with the written approval of the Purchaser. The Servicer shall make distributions as required on each Remittance Date to the Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described above and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses). The disposition of REO Property shall be carried out by the Servicer in accordance with Accepted Servicing Procedures the provisions of each acquisition of REO Property this Agreement and shall be made at such price, and upon such acquisitionterms and conditions, as the Servicer deems to be in the best interests of the Owner. Upon the request of the Owner, and thereafter assume at the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. ThereafterOwner's expense, the Servicer shall continue cause an appraisal of the REO Property to provide certain administrative services be performed for the Owner. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account and, as soon as practical thereafter, the expenses of such sale shall be paid, the Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees, unreimbursed advances made pursuant to Subsection 11.16 and any appraisal performed pursuant to this paragraph and the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Trust Fund relating to such Purchaser. The Servicer shall either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as set forth in this Section 4.13the REO Property is managed. The REO Property must Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be sold within three years following in the end best interest of the calendar year of the date of acquisition, unless Owner. If a REMIC election has been is or is to be made with respect to the arrangement under which the Serviced Mortgage Loans and any REO property are held, the Servicer shall manage, conserve, protect and operate each REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of in a manner which does not cause such Mortgaged REO Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, (ii) subject Code or result in the Trust Fund to the imposition receipt by such REMIC of any federal "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or state income taxes on “any "net income from foreclosure property” with respect to such Mortgaged Property " within the meaning of Section 860G(c860G(c)(2) of the Code. Upon request, or (iii) cause with respect to any REO Property, the Servicer shall furnish to the Owner a statement covering the Servicer's efforts in connection with the sale of such Mortgaged that REO Property to result in the receipt by the Trust Fund or and any income from non-permitted assets as described in Section 860F(a) (2)(B) rental of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect REO Property incidental to the imposition of any such taxessale thereof for the previous month (together with an operating statement).

Title, Management and Disposition of REO Property. If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer Trustee in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Trustee shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Trustee as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master ServicerTrustee, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer Trustee on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless acquisition if a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and held, unless (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel (at the Servicer’s expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer’s expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the ▇▇▇▇▇▇ Mae Guide and Accepted Servicing Practices, manage, conserve, protect and operate each REO Property. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner and as are approved in writing by the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner. Notwithstanding anything to the contrary set forth in this Section 4.13, the parties hereto hereby agree that the Owner, at its option, shall be entitled to manage, conserve, protect and operate each REO Property for its own benefit (such option, an “REO Option”). In connection with the exercise of an REO Option, the prior two paragraphs and the related provisions of Section 4.03 and Section 4.04(iii) (such provisions, the “REO Marketing Provisions”) shall be revised as follows. Following the acquisition of any Mortgaged Property, the Servicer shall submit a detailed invoice to the Owner for all related Servicing Advances and, upon exercising the REO Option, the Owner shall promptly reimburse the Servicer for such amounts. In the event the REO Option is exercised with respect to an REO Property, Section 4.04 (iii) shall not be applicable thereto. References made in Section 4.03 with respect to the reimbursement of Servicing Advances shall, for purposes of such REO Property, be deemed to be covered by this paragraph. The Owner acknowledges that, in the event it exercises an REO Option, with respect to the related REO Property, there shall be no breach by the Servicer based upon or arising out of the Servicer’s failure to comply with the REO Marketing Provisions from and after the date on which such REO Option is exercised by the Owner.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged an REO Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer Trustee or its nomineea nominee thereof, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee or a nominee thereof is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the benefit of the Trustee. The Trustee’s name shall be placed on the title to such REO OwnerProperty solely as the Trustee hereunder and not in its individual capacity. The Servicer shall notify ensure that the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing title to such REO Property references this Agreement and the Trustee’s capacity hereunder. The Servicer, on behalf of the Trust Fund, shall either sell any REO Property before the close of the third taxable year following the year the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no later than 60 days before the day on which the above three-year grace period would otherwise expire, an extension of the above three-year grace period, unless the Servicer shall have delivered to the Trustee and the Depositor an Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third taxable year after its acquisition will not result in accordance the imposition on the Trust Fund of taxes on “prohibited transactions” thereof, as defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify as a REMIC under Federal law at any time that any Certificates are outstanding. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders 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 Section 860G(a)(8) of the Code or result in the receipt by any Trust REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. (b) The Servicer shall segregate and hold all funds collected and received in connection with Accepted Servicing Proceduresthe operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to REO Properties an account held in trust for the Trustee for the benefit of the Certificateholders (the “REO Account”), which shall be an Eligible Account. ThereafterThe Servicer shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the REO Account. (c) The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders. In connection therewith, the Servicer shall continue deposit, or cause to provide certain administrative services be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account, in no event more than one Business Day after the deposit of such funds into the clearing account, all revenues received by it with respect to an REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property including, without limitation: (i) all insurance premiums due and payable in respect of such REO Property; (ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account with respect to an REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned the REO Property and if in the Servicer’s judgment, the payment of such amounts will be recoverable from the rental or sale of the REO Property. Notwithstanding the foregoing, none of the Servicer or the Trustee shall: (a) authorize the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisitionenter into, unless a REMIC election has been made renew or extend any New Lease with respect to any REO Property, if the arrangement New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (b) authorize any amount to be received or accrued under which any New Lease other than amounts that will constitute Rents from Real Property; (c) authorize any construction on any REO Property, other than the Serviced completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loans and Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (d) authorize any Person to Directly Operate any REO Property are held and (i) the Master Servicer shall have been supplied on any date more than 90 days after its date of acquisition by the Trust Fund; unless, in any such case, the Servicer with has obtained an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) action will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a the meaning of Section 860G(a)(8) of the Codeat any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. The Servicer may contract with any Independent Contractor for the operation and management of any REO Property; provided that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) subject any such contract shall require, or shall be administered to require, that the Trust Fund Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above and remit all related revenues (net of such costs and expenses) to the imposition Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor; (iii) none of the provisions of this Section 3.23(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any federal of its duties and obligations to the Trustee on behalf of the Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or state income taxes on “net modify such indemnification. The Servicer shall be solely liable for all fees owed by it to any such Independent Contractor, irrespective of whether the Servicer’s compensation pursuant to Section 3.18 is sufficient to pay such fees. (d) In addition to the withdrawals permitted under Section 3.23(c), the Servicer may from time to time make withdrawals from the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing Advances and Advances made in respect of such REO Property or the related Mortgage Loan. Any income from foreclosure property” the related REO Property received during any calendar months prior to a Final Recovery Determination, net of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d), shall be withdrawn by the Servicer from each REO Account maintained by it and remitted to the Trustee for deposit into the Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer Remittance Date relating to a Final Recovery Determination with respect to such Mortgage Loan, for distribution on the related Distribution Date in accordance with Section 4.01. (e) Subject to the time constraints set forth in Section 3.23(a), each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities for similar properties. (f) The proceeds from the REO Disposition, net of any amount required by law to be remitted to the Mortgagor under the related Mortgage Loan and net of any payment or reimbursement to the Servicer or any Sub-Servicer as provided above, shall be remitted to the Trustee for deposit in the Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the month following the receipt thereof for distribution on the related Distribution Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration). (g) The Servicer shall file information returns with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property within the meaning and cancellation of Section 860G(c) indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code, or (iii) cause respectively. Such reports shall be in form and substance sufficient to meet the sale of reporting requirements imposed by such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) Sections 6050H, 6050J and 6050P of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged an REO Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer Trustee or its nomineea nominee thereof, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee or a nominee thereof is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the benefit of the Trustee. The Trustee’s name shall be placed on the title to such REO OwnerProperty solely as the Trustee hereunder and not in its individual capacity. The Servicer shall notify ensure that the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing title to such REO Property references this Agreement and the Trustee’s capacity hereunder. The Servicer, on behalf of the Trust Fund, shall either sell any REO Property before the close of the third taxable year following the year the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no later than 60 days before the day on which the above three-year grace period would otherwise expire, an extension of the above three-year grace period, unless the Servicer shall have delivered to the Trustee and the Depositor an Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third taxable year after its acquisition will not result in accordance the imposition on the Trust Fund of taxes on “prohibited transactions” thereof, as defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify as a REMIC under Federal law at any time that any Certificates are outstanding. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders 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 Section 860G(a)(8) of the Code or result in the receipt by any Trust REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. (b) The Servicer shall segregate and hold all funds collected and received in connection with Accepted Servicing Proceduresthe operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to REO Properties an account held in trust for the Trustee for the benefit of the Certificateholders (the “REO Account”), which shall be an Eligible Account. ThereafterThe Servicer shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the REO Account. (c) The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders. In connection therewith, the Servicer shall continue deposit, or cause to provide certain administrative services be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account, in no event more than one Business Day after the deposit of such funds into the clearing account, all revenues received by it with respect to an REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property including, without limitation: (i) all insurance premiums due and payable in respect of such REO Property; (ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account with respect to an REO Property are insufficient for the purposes set forth in clauses (1) through (3) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned the REO Property and if in the Servicer’s judgment, the payment of such amounts will be recoverable from the rental or sale of the REO Property. Notwithstanding the foregoing, none of the Servicer or the Trustee shall: (i) authorize the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisitionenter into, unless a REMIC election has been made renew or extend any New Lease with respect to any REO Property, if the arrangement New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) authorize any amount to be received or accrued under which any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize any construction on any REO Property, other than the Serviced completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loans and Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) authorize any Person to Directly Operate any REO Property are held and (i) the Master Servicer shall have been supplied on any date more than 90 days after its date of acquisition by the Trust Fund; unless, in any such case, the Servicer with has obtained an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) action will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a the meaning of Section 860G(a)(8) of the Codeat any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. The Servicer may contract with any Independent Contractor for the operation and management of any REO Property; provided that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) subject any such contract shall require, or shall be administered to require, that the Trust Fund Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above and remit all related revenues (net of such costs and expenses) to the imposition Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor; (iii) none of the provisions of this Section 3.24(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any federal of its duties and obligations to the Trustee on behalf of the Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or state income taxes on “net modify such indemnification. The Servicer shall be solely liable for all fees owed by it to any such Independent Contractor, irrespective of whether the Servicer’s compensation pursuant to Section 3.18 is sufficient to pay such fees. (d) In addition to the withdrawals permitted under Section 3.24(c), the Servicer may from time to time make withdrawals from the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing Advances and Advances made in respect of such REO Property or the related Mortgage Loan. Any income from foreclosure property” the related REO Property received during any calendar months prior to a Final Recovery Determination, net of any withdrawals made pursuant to Section 3.24(c) or this Section 3.24(d), shall be withdrawn by the Servicer from each REO Account maintained by it and remitted to the Trustee for deposit into the Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer Remittance Date relating to a Final Recovery Determination with respect to such Mortgage Loan, for distribution on the related Distribution Date in accordance with Section 4.01. (e) Subject to the time constraints set forth in Section 3.24(a), each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities for similar properties. (f) The proceeds from the REO Disposition, net of any amount required by law to be remitted to the Mortgagor under the related Mortgage Loan and net of any payment or reimbursement to the Servicer or any Sub-Servicer as provided above, shall be remitted to the Trustee for deposit in the Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the month following the receipt thereof for distribution on the related Distribution Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration). (g) The Servicer shall file information returns with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property within the meaning and cancellation of Section 860G(c) indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code, or (iii) cause respectively. Such reports shall be in form and substance sufficient to meet the sale of reporting requirements imposed by such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) Sections 6050H, 6050J and 6050P of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nominee, in either case designee as nominee, nominee for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")Owner or its designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless acquisition if a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and held, unless (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel (at the Servicer’s expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer’s expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the ▇▇▇▇▇▇ ▇▇▇ Guide and Accepted Servicing Practices, manage, conserve, protect and operate each REO Property in the same manner that the Servicer manages, conserves, protects and operates other foreclosed property for its own account, provided that at all times the Servicer shall carry out such obligations in the best interests of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. Upon the reasonable request of the Owner, the Servicer shall make or cause the inspector to make a written report of each such inspection provided that the Owner shall not make such requests more often than once every month. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner. Notwithstanding anything to the contrary set forth in this Section 4.13, the parties hereto hereby agree that the Owner, at its option, shall be entitled to manage, conserve, protect and operate each REO Property for its own benefit (such option, an “REO Option”). In connection with the exercise of an REO Option, the prior two paragraphs and the related provisions of Section 4.03 and Section 4.04(iii) (such provisions, the “REO Marketing Provisions”) shall be revised as follows: (A) promptly following the exercise by Owner of the REO Option, the Servicer shall submit a detailed invoice to the Owner for all related Servicing Advances and the Owner shall reimburse the Servicer for such amounts within thirty (30) days of receipt of such invoice; and (B) Section 4.04 (iii) shall not be applicable thereto. References made in Section 4.03 with respect to the reimbursement of Servicing Advances shall, for purposes of such REO Property, be deemed to be covered by this paragraph. The Owner acknowledges that, in the event it exercises an REO Option, with respect to the related REO Property, there shall be no breach by the Servicer based upon or arising out of the Servicer’s failure to comply with the REO Marketing Provisions from and after the date on which such REO Option is exercised by the Owner.

Title, Management and Disposition of REO Property. If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer Owner in accordance with Accepted Servicing Procedures prudent servicing practices of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer’s expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master ServicerOwner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund Owner shall be entered into with respect to such purchase money mortgage. The Servicer shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any REMIC. The Servicer shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the F▇▇▇▇▇ Mae Guide, manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner. Notwithstanding anything to the contrary set forth in this Section 4.13, the parties hereto hereby agree that the Owner, at its option, shall be entitled to manage, conserve, protect and operate each REO Property for its own benefit (such option, an "REO Option"). In connection with the exercise of an REO Option, the prior two paragraphs and the related provisions of Section 4.03 and Section 4.04(iii) (such provisions, the “REO Marketing Provisions”) shall be revised as follows. Following the acquisition of any Mortgaged Property, the Servicer shall submit a detailed invoice to the Owner for all related Servicing Advances and, upon exercising the REO Option, the Owner shall promptly reimburse the Servicer for such amounts. In the event the REO Option is exercised with respect to an REO Property, Section 4.04 (iii) shall not be applicable thereto. References made in Section 4.03 with respect to the reimbursement of Servicing Advances shall, for purposes of such REO Property, be deemed to be covered by this paragraph. The Owner acknowledges that, in the event it exercises an REO Option, with respect to the related REO Property, there shall be no breach by the Servicer based upon or arising out of the Servicer's failure to comply with the REO Marketing Provisions.

Title, Management and Disposition of REO Property. If (a) Subject to Subsection 11.02, in the event that title to a the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Purchaser or its nominee. (b) The Purchaser, by giving notice to the Servicer, may elect to manage and dispose of all REO Property acquired pursuant to this Agreement by itself. If the Purchaser so elects, the Purchaser shall assume control of REO Property at the time of its acquisition and the Servicer shall forward the related Mortgage File to the Purchaser as soon as is practicable. Promptly upon assumption of control of any REO Property, the Purchaser shall reimburse any related Servicing Advances or other expenses incurred by the Servicer with respect to that REO Property. (c) If the Purchaser has not informed the Servicer that it will manage REO Property, the provisions of this Subsection 11.13(c) shall apply. The Servicer shall cause to be deposited on a daily basis in either case the Custodial Account all revenues received with respect to the conservation of the related REO Property. The Servicer shall make distributions as nomineerequired on each Remittance Date to the Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described above and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses). The disposition of REO Property shall be carried out by the Servicer, subject to Subsection 11.01. The Purchaser shall pay the Servicer a fee of 1.5% of the sales price for such REO Property for services associated with managing the REO Property through its disposition. Upon the request of the Purchaser, and at the Purchaser’s expense, the Servicer shall cause an appraisal of the REO Property to be performed for the benefit of Purchaser. The Servicer shall either itself or through an agent selected by the Trustee on behalf of Servicer, manage, conserve, protect and operate the Trust Fund on REO Property in the date of acquisition of title (same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the "REO Owner"). In the event the Servicer is not authorized or permitted to hold title to real same manner that similar property in the state in which same locality as the REO Property is located, or would be adversely affected under the "doing business" or tax laws managed. Any disbursement in excess of such state by so holding title, the deed or certificate of sale $15,000 shall be taken in made only with the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense written approval of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO OwnerPurchaser. The Servicer shall notify deduct such costs from the Master Servicer in accordance with Accepted Servicing Procedures proceeds of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of the REO Property (providing documentary evidence of such Mortgaged Property costs) and shall not withdraw funds to result in cover such costs from the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxesCustodial Account.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer Trustee or its nomineea nominee thereof, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee or a nominee thereof is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the benefit of the Trustee. The Trustee's name shall be placed on the title to such REO OwnerProperty solely as the Trustee hereunder and not in its individual capacity. The Servicer shall notify ensure that the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing title to such REO Property references this Agreement and the Trustee's capacity hereunder. (b) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Fund, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above-mentioned grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel Counsel, addressed to the Servicer and the Trustee, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the . The Servicer shall have applied forbe entitled to be reimbursed from the Collection Account for any costs incurred in obtaining such Opinion of Counsel, prior as provided in Section 3.05. Subject to the expiration of such three-year period, an extension of such three-year period compliance with applicable laws and regulations as shall at any time be in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage Servicing File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. The Servicer shall deposit or cause to be deposited, on a daily basis, within two Business Days of receipt, in the Collection Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Trustee shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided above, shall be deposited in the Collection Account for distribution on the succeeding Servicer Remittance Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC). (c) The Servicer may write-off any Second Lien Mortgage Loan that has been Delinquent for a period of 180 days or more if the Servicer determines that any amount that could be recovered on such Mortgage Loan would be less than the cost required to achieve such recovery.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer Owner in accordance with Accepted Servicing Procedures prudent servicing practices of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer’s expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master ServicerOwner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund Owner shall be entered into with respect to such purchase money mortgage. The Servicer shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any REMIC. The Servicer shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the ▇▇▇▇▇▇ ▇▇▇ Guide, manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner. Notwithstanding anything to the contrary set forth in this Section 4.13, the parties hereto hereby agree that the Owner, at its option, shall be entitled to manage, conserve, protect and operate each REO Property for its own benefit (such option, an "REO Option"). In connection with the exercise of an REO Option, the prior two paragraphs and the related provisions of Section 4.03 and Section 4.04(iii) (such provisions, the “REO Marketing Provisions”) shall be revised as follows. Following the acquisition of any Mortgaged Property, the Servicer shall submit a detailed invoice to the Owner for all related Servicing Advances and, upon exercising the REO Option, the Owner shall promptly reimburse the Servicer for such amounts. In the event the REO Option is exercised with respect to an REO Property, Section 4.04 (iii) shall not be applicable thereto. References made in Section 4.03 with respect to the reimbursement of Servicing Advances shall, for purposes of such REO Property, be deemed to be covered by this paragraph. The Owner acknowledges that, in the event it exercises an REO Option, with respect to the related REO Property, there shall be no breach by the Servicer based upon or arising out of the Servicer's failure to comply with the REO Marketing Provisions.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless acquisition if a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and held, unless (i) the Master Servicer shall have been supplied by delivered to the Servicer with Owner an Opinion of Counsel acceptable to the Owner and the NIMs Insurer, to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall, either itself or through an agent selected by the Servicer and in accordance with Accepted Servicing Practices, manage, conserve, protect and operate each REO Property. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner and the related terms and conditions are results of arm’s-length negotiation. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, Monthly Advances, made pursuant to Section 5.03, and unpaid Servicing Fees. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at a frequency consistent with Accepted Servicing Practices. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall, upon reasonable request, be forwarded by the Servicer to the Owner.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nomineeTrustee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Trustee. The Pursuant to the power of attorney granted in Section 3.01, the Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures is hereby authorized to acquire, transfer and dispose of each acquisition of any REO Property upon such acquisition, and thereafter assume taken in the responsibility name of the Trustee pursuant to this Section 3.13 without further documentation of its authority as attorney in fact for marketing such the Trustee on behalf of the Trust. (b) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Fund, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above-mentioned grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel acceptable to the NIMS Insurer, addressed and delivered to the Servicer, the NIMS Insurer and the Trustee, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the . The Servicer shall have applied forbe entitled to be reimbursed from the Collection Account for any costs incurred in obtaining such Opinion of Counsel, prior as provided in Section 3.05. Subject to the expiration of such three-year period, an extension of such three-year period compliance with applicable laws and regulations as shall at any time be in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and possession thereof and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall deposit or cause to be deposited, on a daily basis, within three Business Days of receipt, into the Collection Account, all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Securities Administrator and the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month, if applicable. Such operation statement shall be accompanied by such other information as the Securities Administrator or the Trustee shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The Servicer shall be entitled to an REO Disposition Fee upon each REO Disposition, and may withhold and retain the REO Disposition Fee from Liquidation Proceeds. The proceeds from the REO Disposition, net of any payments to the Servicer as provided above, shall be deposited in the Collection Account and shall be distributed to the Trust in the month following receipt thereof in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. If Subject to Section 4.02, if title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund Owner on the date of acquisition of title (the "“REO Owner"”); provided, however, that the Servicer shall not be required to take title in its own name if it reasonably determines that such record ownership could harm the interests of the Owner or the Servicer. In the event the Servicer is not authorized or permitted or elects not to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion opinion of Counsel counsel obtained by the Servicer, at expense of the Trust FundREO Owner, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund REO Owner shall acknowledge in writing that such title is being held as nominee for the REO Owner. The In the event of a Pass-Through Transfer for which Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereaftercontinues to service any Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless acquisition if a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and held, unless (i) the Master Servicer Purchaser shall have been supplied by the Servicer with an Opinion of Counsel (at the Owner’s expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Purchaser (at the Owner’s expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Purchaser as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject to the Trust Fund related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer, either itself or through an agent selected by the Servicer, shall manage, conserve, protect and operate each REO Property for the REO Owner solely for the purpose of its prompt disposition and sale, and in same manner that it would be required to manage, conserve, protect and operate foreclosed property for its own account (subject to the condition described in the second paragraph of Section 4.02); provided, however, that the Servicer’s obligations with respect to such REO Property shall in no way limit the right of the REO Owner to assume responsibility for the maintenance and sale of properties obtained through foreclosure proceedings or through other means in lieu of foreclosure proceedings. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the reasonable interest of the REO Owner in accordance with Customary Servicing Procedures. If Owner has notified the Servicer in writing that an REO Property is held as part of a REMIC, the Servicer will make reasonable efforts to sell such REO Property within the time necessary to preserve such REMIC status as advised by Owner in the notice thereof. The Servicer shall cause to be deposited in the Escrow Account, on a daily basis upon receipt thereof, all revenues received with respect to the conservation and disposition of the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 hereof and the fees of any managing agent acting on behalf of the Servicer. Any disbursement in excess of $5,000 shall be made only with the written approval of the REO Owner. For purposes of the preceding sentence, any approval given by the Owner shall constitute approval by the REO Owner. On or before each Determination Date, the Servicer shall withdraw from the Escrow Account and deposit into the Custodial Account the net income from the REO Property on deposit in the Escrow Account less any reserves required to be maintained in the Escrow Account from time to time to satisfy reasonably anticipated expenses. The Servicer shall furnish to the Owner on each Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month and the Servicer’s efforts in connection with the sale of that REO Property. Such statement shall be accompanied by such other information as the Owner shall reasonably request. Each REO Disposition shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the reasonable interests of the REO Owner consistent with Customary Servicing Procedures; provided, however, that the Servicer, prior to any such disposition, shall notify the REO Owner in writing of such price, terms and conditions and shall proceed with such disposition only if the Servicer is not otherwise directed by the REO Owner in a writing delivered to the Servicer not later than the tenth Business Day following the Servicer’s delivery of such notice to the REO Owner. For purposes of the preceding sentence, any direction given by the Owner shall constitute a direction by the REO Owner. If upon the acquisition of title to the Mortgaged Property by foreclosure sale or deed in lieu of foreclosure or otherwise, there remain outstanding u▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances pursuant to Section 5.03 with respect to the Mortgage Loan or if, upon liquidation as provided in this Section 4.14, there remain outstanding any unreimbursed Servicing Advances with respect to the Mortgaged Property or the Mortgage Loan, the Servicer shall be entitled to reimbursement from the proceeds received in connection with the disposition of the Mortgaged Property, and from the Owner if such proceeds are insufficient, for any related unreimbursed Servicing Advances or related u▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances pursuant to Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which REO Disposition Proceeds are received, the net cash proceeds of such REO Disposition shall be distributed to the REO Owner. In the event that the Servicer is billed for expenses related to an REO Property subsequent to the date on which the net cash proceeds of such REO Disposition are distributed to the REO Owner, the Servicer shall pay such expenses and shall thereupon be entitled to reimburse itself therefore by withdrawing the amount of such expenses from the Custodial Account.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless acquisition if a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and held, unless (i) the Master Servicer shall have been supplied by delivered to the Servicer with Owner an Opinion of Counsel acceptable to the Owner, to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall, either itself or through an agent selected by the Servicer and in accordance with Accepted Servicing Practices, manage, conserve, protect and operate each REO Property. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner and the related terms and conditions are results of arm’s-length negotiation. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, Monthly Advances, made pursuant to Section 5.03, and unpaid Servicing Fees. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at a frequency consistent with Accepted Servicing Practices. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall, upon reasonable request, be forwarded by the Servicer to the Owner.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer or its nomineeTrustee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Trustee. The Servicer shall notify provide written notice to the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of Trustee after any REO Property upon such acquisition, and thereafter assume is acquired in foreclosure or by deed in lieu of foreclosure. (b) In the responsibility for marketing such event that the Trust Fund acquires any REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Fund, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above-mentioned grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel Counsel, addressed to the Servicer and the Trustee, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the . The Servicer shall have applied forbe entitled to be reimbursed from the Collection Account for any costs incurred in obtaining such Opinion of Counsel, prior as provided in Section 2.05. Subject to the expiration of such three-year period, an extension of such three-year period compliance with applicable laws and regulations as shall at any time be in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage Servicing File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. The Servicer shall deposit or cause to be deposited, on a daily basis, within two Business Days of receipt, in the Collection Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 2.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Depositor, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Depositor shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided above, shall be deposited in the Collection Account for distribution on the succeeding Servicer Remittance Date. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nomineeTrustee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Trustee. The Pursuant to the power of attorney granted in Section 3.01, the Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures is hereby authorized to acquire, transfer and dispose of each acquisition of any REO Property upon such acquisition, and thereafter assume taken in the responsibility name of the Trustee pursuant to this Section 3.23 without further documentation of its authority as attorney in fact for marketing such the Trustee on behalf of the Trust. (b) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Fund, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above-mentioned grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel Counsel, addressed to the Servicer and the Trustee, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the . The Servicer shall have applied forbe entitled to be reimbursed from the Collection Account for any costs incurred in obtaining such Opinion of Counsel, prior as provided in Section 3.05. Subject to the expiration of such three-year period, an extension of such three-year period compliance with applicable laws and regulations as shall at any time be in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and possession thereof and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall deposit or cause to be deposited, on a daily basis, within three Business Days of receipt, into the Collection Account, all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Securities Administrator and the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month, if applicable. Such operation statement shall be accompanied by such other information as the Trustee shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The Servicer shall be entitled to an REO Disposition Fee upon each REO Disposition, and may withhold and retain the REO Disposition Fee from Liquidation Proceeds. The proceeds from the REO Disposition, net of any payments to the Servicer as provided above, shall be deposited in the Collection Account and shall be distributed to the Trust in the month following receipt thereof in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. If Subject to Section 4.02, if title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund Owner on the date of acquisition of title (the "“REO Owner"”); provided, however, that the Servicer shall not be required to take title in its own name if it reasonably determines that such record ownership could harm the interests of the Owner or the Servicer. In the event the Servicer is not authorized or permitted or elects not to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion opinion of Counsel counsel obtained by the Servicer, at expense of the Trust FundREO Owner, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund REO Owner shall acknowledge in writing that such title is being held as nominee for the REO Owner. The In the event of a Pass-Through Transfer for which Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereaftercontinues to service any Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless acquisition if a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and held, unless (i) the Master Servicer Purchaser shall have been supplied by the Servicer with an Opinion of Counsel (at the Owner’s expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Purchaser (at the Owner’s expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Purchaser as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject to the Trust Fund related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer, either itself or through an agent selected by the Servicer, shall manage, conserve, protect and operate each REO Property for the REO Owner solely for the purpose of its prompt disposition and sale, and in same manner that it would be required to manage, conserve, protect and operate foreclosed property for its own account (subject to the condition described in the second paragraph of Section 4.02); provided, however, that the Servicer’s obligations with respect to such REO Property shall in no way limit the right of the REO Owner to assume responsibility for the maintenance and sale of properties obtained through foreclosure proceedings or through other means in lieu of foreclosure proceedings. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the reasonable interest of the REO Owner in accordance with Customary Servicing Procedures. If Owner has notified the Servicer in writing that an REO Property is held as part of a REMIC, the Servicer will make reasonable efforts to sell such REO Property within the time necessary to preserve such REMIC status as advised by Owner in the notice thereof. The Servicer shall cause to be deposited in the Escrow Account, on a daily basis upon receipt thereof, all revenues received with respect to the conservation and disposition of the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 hereof and the fees of any managing agent acting on behalf of the Servicer. Any disbursement in excess of $5,000 shall be made only with the written approval of the REO Owner. For purposes of the preceding sentence, any approval given by the Owner shall constitute approval by the REO Owner. On or before each Determination Date, the Servicer shall withdraw from the Escrow Account and deposit into the Custodial Account the net income from the REO Property on deposit in the Escrow Account less any reserves required to be maintained in the Escrow Account from time to time to satisfy reasonably anticipated expenses. The Servicer shall furnish to the Owner on each Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month and the Servicer’s efforts in connection with the sale of that REO Property. Such statement shall be accompanied by such other information as the Owner shall reasonably request. Each REO Disposition shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the reasonable interests of the REO Owner consistent with Customary Servicing Procedures; provided, however, that the Servicer, prior to any such disposition, shall notify the REO Owner in writing of such price, terms and conditions and shall proceed with such disposition only if the Servicer is not otherwise directed by the REO Owner in a writing delivered to the Servicer not later than the tenth Business Day following the Servicer’s delivery of such notice to the REO Owner. For purposes of the preceding sentence, any direction given by the Owner shall constitute a direction by the REO Owner. If upon the acquisition of title to the Mortgaged Property by foreclosure sale or deed in lieu of foreclosure or otherwise, there remain outstanding ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances pursuant to Section 5.03 with respect to the Mortgage Loan or if, upon liquidation as provided in this Section 4.14, there remain outstanding any unreimbursed Servicing Advances with respect to the Mortgaged Property or the Mortgage Loan, the Servicer shall be entitled to reimbursement from the proceeds received in connection with the disposition of the Mortgaged Property, and from the Owner if such proceeds are insufficient, for any related unreimbursed Servicing Advances or related ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances pursuant to Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which REO Disposition Proceeds are received, the net cash proceeds of such REO Disposition shall be distributed to the REO Owner. In the event that the Servicer is billed for expenses related to an REO Property subsequent to the date on which the net cash proceeds of such REO Disposition are distributed to the REO Owner, the Servicer shall pay such expenses and shall thereupon be entitled to reimburse itself therefore by withdrawing the amount of such expenses from the Custodial Account.

Title, Management and Disposition of REO Property. If In the event that title to a the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Trustee or its nomineedesignee, or in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In the event the Servicer Trustee or its designee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Trustee on behalf of the Trust. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures the ▇▇▇▇▇▇ Mae Guides of each acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days from the date the Servicer receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO Property property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Master Servicer relating to such REO Property as set forth in this Section 4.134.02(o). No Servicing Fee shall be assessed or otherwise accrue on any REO Property from and after the date on which it becomes an REO Property. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the ▇▇▇▇▇▇ ▇▇▇ Guides manage, conserve, protect and operate each REO Property must in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Servicer shall cause each REO Property to be sold within three years following inspected promptly upon the end acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Master Servicer. The Servicer shall use its best efforts to dispose of the calendar REO Property as soon as possible and shall sell such REO Property in any event within one year of the date of acquisitionafter title has been taken to such REO Property, unless a REMIC election has been made with respect the Servicer determines, and gives an appropriate notice to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Servicer shall report monthly to the Master Servicer as to the progress being made in selling such REO Property. Notwithstanding the foregoing, the Servicer shall dispose of such Mortgaged Property prior to the close of the third taxable year after its acquisition by the Trust unless the Trustee and the Securities Administrator shall have been supplied by the Servicer with an Opinion of Counsel (which shall not be at the expense of any such recipient) to the effect that the holding by the related trust Trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related an Adverse REMIC to fail to qualify as a REMICEvent, in which case the related trust Trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held acquired by a REMIC the Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a the meaning of Section 860G(a)(8) of the Code, Code or (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Codean Adverse REMIC Event, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall prepare for and deliver to the Master Servicer a statement with respect to any REO Property that has been rented showing the aggregate rental income received and all expenses incurred in connection with the management and maintenance of such REO Property at such times as is necessary to enable the Securities Administrator to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income, if any, from such REO Property shall be deposited in the Collection Account no later than the close of business on each Determination Date. No REO Property shall be marketed for less than the Appraised Value, without the prior consent of Master Servicer. No REO Property shall be sold for less than ninety five percent (95%) of its Appraised Value, without the prior consent of Trustee. All requests for reimbursement of Servicing Advances shall be in accordance with the ▇▇▇▇▇▇ Mae Guides. The disposition of REO Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interests of the Trust (subject to the above conditions) only with the prior written consent of the Master Servicer. The Servicer shall provide monthly reports to the Master Servicer in reference to the status of the marketing of the REO Properties.

Title, Management and Disposition of REO Property. If In the event that title to a the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Indenture Trustee or its nomineedesignee, or in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In the event the Servicer Indenture Trustee or its designee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Issuer shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Issuer. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures the ▇▇▇▇▇▇ ▇▇▇ Guides of each acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days from the date the Servicer receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO Property property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Master Servicer relating to such REO Property as set forth in this Section 4.134.02(o). No Servicing Fee shall be assessed or otherwise accrue on any REO Property from and after the date on which it becomes an REO Property. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the ▇▇▇▇▇▇ Mae Guides manage, conserve, protect and operate each REO Property must in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Servicer shall cause each REO Property to be sold within three years following inspected promptly upon the end acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Master Servicer. The Servicer shall use its best efforts to dispose of the calendar REO Property as soon as possible and shall sell such REO Property in any event within one year of the date of acquisitionafter title has been taken to such REO Property, unless a REMIC election has been made with respect the Servicer determines, and gives an appropriate notice to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by to such effect, that a longer period is necessary for the Servicer with an Opinion of Counsel to the effect that the holding by the related trust orderly liquidation of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable periodREO Property. If a longer period longer than three years one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to the progress being made in selling such REO Property. No REO Property and shall be marketed for less than the Appraised Value, without the prior consent of Master Servicer. No REO Property shall be sold for less than ninety five percent (ii95%) ifof its Appraised Value, without the prior consent of Indenture Trustee. All requests for reimbursement of Servicing Advances shall be in accordance with the ▇▇▇▇▇▇ ▇▇▇ Guides. The disposition of REO Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interests of the Trust (subject to the above conditions) only with the prior written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage . The Servicer shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant provide monthly reports to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf in reference to the status of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf marketing of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxesREO Properties.

Title, Management and Disposition of REO Property. If title With respect to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosureany REO Property, the deed or certificate of sale shall be taken in the name of the Servicer or its nominee, in either case as nominee, Trustee for the benefit of the Trustee Certificateholders, or its nominee, on behalf of the Trust Fund Certificateholders. The Trustee's name shall be placed on the date of acquisition of title (to such REO Property solely as the "Trustee hereunder and not in its individual capacity. The Servicer shall ensure that the title to such REO Owner")Property references this Agreement and the Trustee's capacity hereunder. In the event Pursuant to its efforts to sell such REO Property, the Servicer is not authorized shall either itself or permitted to hold title to real through an agent selected by the Servicer manage, conserve, protect and operate such REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account and in the same manner that similar property in the state in which same locality as the REO Property is locatedmanaged. Incident to its conservation and protection of the interests of the Certificateholders, the Servicer may rent the same, or would any part thereof, as the Servicer deems to be adversely affected under in the "doing business" or tax laws best interest of the Certificateholders for the period prior to the sale of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO OwnerProperty. The Servicer shall notify prepare for and deliver to the Master Servicer in accordance Trustee a statement with Accepted Servicing Procedures of respect to each acquisition of REO Property upon such acquisitionthat has been rented, if any, showing the aggregate rental income received and thereafter assume all expenses incurred in connection with the responsibility for marketing management and maintenance of such REO Property at such times as is necessary to enable the Trustee to comply with the reporting requirements of the REMIC Provisions; provided, however, that the Servicer shall have no duty to rent any REO Property on behalf of the Trust. The net monthly rental income, if any, from such REO Property shall be deposited in accordance the Collection Account no later than the close of business on each Determination Date. The Servicer shall perform, with Accepted Servicing Proceduresrespect to the Mortgage Loans, the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required. ThereafterIf the Trust acquires any Mortgaged Property as described above or otherwise in connection with a default or a default which is reasonably foreseeable on a Mortgage Loan, the Servicer shall continue dispose of such Mortgaged Property prior to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the third calendar year following the year of its acquisition by the date of acquisitionTrust (such period, the "REO Disposition Period") unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (iA) the Master Servicer Trustee shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust Trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) REO Disposition Period will not result in the imposition of taxes on “"prohibited transactions” of the related trust " (as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), ) on any REMIC created hereunder or cause the related any such REMIC created hereunder to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, or (B) the Trustee (at the Servicer's expense) or the Servicer shall have applied for, prior to the expiration of the REO Disposition Period, an extension of the REO Disposition Period in which case the related trust manner contemplated by Section 856(e)(3) of the Code. If such an Opinion of Counsel is provided or such an exemption is obtained, the Trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by for the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held acquired by a REMIC the Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, Code or (ii) subject the Trust Fund any REMIC created hereunder to the imposition of any federal federal, state or state local income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning of under Section 860G(c) of the Code, Code or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Codeotherwise, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall identify to the Trustee any Mortgaged Property relating to a Mortgage Loan held by the Trust for 30 months for which no plans to dispose of such Mortgaged Property by the Servicer have been made. After delivery of such identification, the Servicer shall proceed to dispose of any such Mortgaged Property by holding a commercially reasonable auction for such property. The income earned from the management of any REO Properties, net of reimbursement to the Servicer for expenses incurred (including any property or other taxes) in connection with such management and net of unreimbursed Servicing Fees, unreimbursed Periodic Advances, unreimbursed Capitalized Advance Amounts and unreimbursed Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (solely for the purposes of allocating principal and interest, interest shall be treated as accruing as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Collection Account. To the extent the net income received during any calendar month is in excess of the amount attributable to amortizing principal and accrued interest at the related Mortgage Interest Rate on the related Mortgage Loan for such calendar month, such excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer Trustee or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the benefit of the Trustee. (b) In the event that the Trust Fund acquires any REO Owner. The Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall notify use its best efforts to dispose of the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, as promptly as is practically consistent with protecting the Certificateholders' interests and thereafter assume the responsibility for marketing shall dispose of such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following any event before the end of the calendar third taxable year beginning after the year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code unless the Servicer with an Opinion has received a grant of Counsel to extension from the effect Internal Revenue Service of the above-mentioned grace period such that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer . Subject to compliance with Applicable Regulations as shall report monthly to the Master Servicer as to progress being made at any time be in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. The Servicer shall deposit or cause to be deposited, on a daily basis, within one Business Day of receipt, in the Collection Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Trustee shall reasonably request. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances, Servicing Fees and Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances, Servicing Fees and Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided above, shall be deposited in the Collection Account for transfer to the Distribution Account on the succeeding Servicer Remittance Date in accordance with Section 3.04(a)(vi). Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer or its nomineeTrustee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on Certificateholders and the date of acquisition of title (the "REO Owner"). In Guarantor, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify benefit of the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of Trustee. (b) In the event that the Trust Fund acquires any REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following soon as practicable, but no later than before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Fund, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above-mentioned grace period (the “Extended Period”), unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel Counsel, addressed to the Servicer and the Trustee, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel). The Servicer shall be entitled to be reimbursed from the Collection Account for any costs incurred in obtaining such Opinion of Counsel, as provided in Section 3.05. If the Servicer has not received such an extension and the Servicer is unable to sell the REO Property within the 60-day period referred to in the preceding paragraph or if the Servicer has received such an extension and the Servicer is unable to sell the REO Property within the 60-day period referred to in the preceding paragraph, the Servicer shall, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the Servicer shall have applied for, REO Property to the highest bidder (which may be the Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period or the Extended Period, as the case may be. The Trustee shall be extended sign any document or take any other action reasonably requested by the applicable period. If a period longer than three years is permitted under Servicer which would enable the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund Fund, to request such grant of extension. Subject to compliance with applicable laws and regulations as shall at any time be entered into with respect to such purchase money mortgage. Notwithstanding in force, and notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “foreclosure property” within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders, the Guarantor and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage Servicing File and copies thereof shall be forwarded by the Servicer to the Trustee and the Guarantor upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders, the Guarantor and the Trust Fund. With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. The Servicer shall deposit or cause to be deposited in the Collection Account, on a daily basis, within one Business Day of deposit into the Payment Clearing Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Trustee and the Guarantor, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Trustee or the Guarantor, as applicable, shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders’ interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Guarantor. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided above, shall be deposited in the Collection Account for distribution on the succeeding Servicer Remittance Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC). The Holders of the Class R Certificates shall be deemed to have purchased the ownership interest held by the Holders of the Regular Certificates in any Liquidated Mortgage Loan. After such repurchase, the Servicer, if requested by such Certificateholders and if offered suitable indemnification and reimbursement for expenses may seek a deficiency judgment to the extent permitted by law against the Mortgagor under such Liquidated Mortgage Loan on behalf of the Holders of the Class R Certificates to the extent of any Realized Loss.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, designee as designated in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")writing by Lender. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Owner and Lender. The Servicer shall notify the Master Servicer Owner and Lender in accordance with Accepted Servicing Procedures Practices of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner and Lender relating to such REO Property as set forth in this Section 4.134.12. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner and Lender shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “"prohibited transactions” " of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner and Lender as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master ServicerOwner and Lender, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “"net income from foreclosure property” " with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the Accepted Servicing Practices, manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner and Lender. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Collection Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall be reimbursed for any related Servicing Advances. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner. Notwithstanding anything to the contrary set forth in this Section 4.13, the parties hereto hereby agree that the Owner, upon the written consent of Lender, shall be entitled to manage, conserve, protect and operate each REO Property for its own benefit (such option, an "REO Option"). In connection with the exercise of an REO Option, the prior two paragraphs and the related provisions of Section 4.03 and Section 4.04(iii) (such provisions, the "REO Marketing Provisions") shall be revised as follows. Following the acquisition of any Mortgaged Property, the Servicer shall submit to the Owner and Lender copies of invoices, bills and other documentation relating to Servicing Advances in a form that would permit the Owner or Lender to fully recover any amounts due pursuant to any insurance policies and, upon exercising the REO Option, the Owner shall promptly reimburse the Servicer for such amounts. In the event the REO Option is exercised with respect to an REO Property, Section 4.04 (iii) shall not be applicable thereto. References made in Section 4.03 with respect to the reimbursement of Servicing Advances shall, for purposes of such REO Property, be deemed to be covered by this paragraph. The Owner acknowledges that, in the event it exercises an REO Option, with respect to the related REO Property, there shall be no breach by the Servicer based upon or arising out of the Servicer's failure to comply with the REO Marketing Provisions.

Title, Management and Disposition of REO Property. If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the (a) The deed or certificate of sale of any REO Property shall be taken in the name of the Servicer or its nomineeTrust, in either case as nominee, for the benefit of the Trustee on behalf of the Certificateholders. The Servicer, on behalf of the Trust, shall sell any REO Property within two years after the Trust Fund on acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the date of acquisition of title (the "REO Owner"). In the event Code, unless the Servicer is not authorized or permitted has delivered to hold title the Trustee and the Depositor an Independent Opinion of Counsel, addressed to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding titleTrustee, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by Depositor and the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged REO Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) more than two years after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of the related trust Trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC Trust to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to REMIC under federal law at any conditions contained in such Opinion of Counsel), or (ii) the time that any Certificates are outstanding. The Servicer shall have applied formanage, prior to conserve, protect and operate each REO Property for the expiration Certificateholders solely for the purpose of such three-year period, an extension of such three-year period its prompt disposition and sale in the a manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling does not cause such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal Code or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or REMIC of any "income from non-permitted assets assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. (b) The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as described are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders. Notwithstanding the foregoing, the Servicer shall not: (i) permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 860F(a) (2)(B856(e)(4)(B) of the Code; or (iv) allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust; unless, unless in any such case, the Servicer has agreed obtained an Independent Opinion of Counsel, addressed to indemnify itself and hold harmless the Trust Fund Trustee, to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above and remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor; (iii) none of the provisions of this Section 3.22(b) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of the Certificateholders with respect to the imposition operation and management of any such taxesREO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be solely liable for all fees owed by it to any such Independent Contractor; provided, however, that the amount, if any, by which such fees with respect to any Due Period exceed the Servicer's compensation for such Due Period pursuant to Section 3.17 shall constitute Servicing Advances, reimbursable to the Servicer to the extent provided in Section 3.11. (c) Subject to the time constraints set forth in Section 3.22(a), each liquidation of an REO Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities, and the resulting Liquidation Proceeds shall be distributed in accordance with Section 3.15(d). (d) The Servicer shall prepare and file reports of foreclosure and abandonment in accordance with Section 6050J of the Code and shall provide written notice to the Trustee by February 15 of each year that such reports have been filed or that no filing was required.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner and the Guarantor shall have been supplied by the Servicer with an Opinion of Counsel (at the Servicer's expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “"prohibited transactions” " of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold or managed in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “"net income from foreclosure property” " with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code. If requested, unless the Servicer has agreed shall provide the Guarantor an Opinion of Counsel to indemnify and hold harmless the Trust Fund effect that certain actions taken by the Servicer with respect to REO Property will not cause such property to fail to qualify as "foreclosure property" within the meaning of the Code. The Servicer shall deposit or cause to be deposited, on a daily basis in each Custodial Account all revenues received with respect to the imposition related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 hereof. The Servicer shall maintain separate records with respect to each REO Property identifying all deposits and withdrawals from the Custodial Account for each REO Property. The Servicer shall furnish to the Owner on each Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such taxesother information as the Owner shall reasonably request. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the ▇▇▇▇▇▇ ▇▇▇ Guide, manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.

Title, Management and Disposition of REO Property. If In the event that title to a the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Trustee or its nomineedesignee, or in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In the event the Servicer Trustee or its designee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Trustee on behalf of the Trust. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures the ▇▇▇▇▇▇ Mae Guides of each acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days from the date the Servicer receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO Property property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Master Servicer relating to such REO Property as set forth in this Section 4.134.02(o). No Servicing Fee shall be assessed or otherwise accrue on any REO Property from and after the date on which it becomes an REO Property. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the ▇▇▇▇▇▇ ▇▇▇ Guides manage, conserve, protect and operate each REO Property must in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Servicer shall cause each REO Property to be sold within three years following inspected promptly upon the end acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Master Servicer. The Servicer shall use its best efforts to dispose of the calendar REO Property as soon as possible and shall sell such REO Property in any event within one year of the date of acquisitionafter title has been taken to such REO Property, unless a REMIC election has been made with respect the Servicer determines, and gives an appropriate notice to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Servicer shall report monthly to the Master Servicer as to the progress being made in selling such REO Property. Notwithstanding the foregoing, the Servicer shall dispose of such Mortgaged Property prior to the close of the third taxable year after its acquisition by the Trust unless the Trustee and the Securities Administrator shall have been supplied by the Servicer with an Opinion of Counsel (which shall not be at the expense of any such recipient) to the effect that the holding by the related trust Trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related an Adverse REMIC to fail to qualify as a REMICEvent, in which case the related trust Trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held acquired by a REMIC the Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a the meaning of Section 860G(a)(8) of the Code, Code or (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Codean Adverse REMIC Event, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall prepare for and deliver to the Master Servicer a statement with respect to any REO Property that has been rented showing the aggregate rental income received and all expenses incurred in connection with the management and maintenance of such REO Property at such times as is necessary to enable the Securities Administrator to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income, if any, from such REO Property shall be deposited in the Collection Account no later than the close of business on each Determination Date. No REO Property shall be marketed for less than the Appraised Value, without the prior consent of Master Servicer. No REO Property shall be sold for less than ninety five percent (95%) of its Appraised Value, without the prior consent of Trustee. All requests for reimbursement of Servicing Advances shall be in accordance with the ▇▇▇▇▇▇ ▇▇▇ Guides. The disposition of REO Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interests of the Trust (subject to the above conditions) only with the prior written consent of the Master Servicer. The Servicer shall provide monthly reports to the Master Servicer in reference to the status of the marketing of the REO Properties.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged an REO Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer Trustee or its nomineea nominee thereof, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee or a nominee thereof is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the benefit of the Trustee. The Trustee’s name shall be placed on the title to such REO OwnerProperty solely as the Trustee hereunder and not in its individual capacity. The Servicer shall notify ensure that the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating title to such REO Property as set forth in references this Section 4.13Agreement and the Trustee’s capacity hereunder. The Servicer, on behalf of the Trust Fund, shall either sell any REO Property must be sold within three years before the close of the third taxable year following the end year the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the calendar Code or request from the Internal Revenue Service, no later than 60 days before the day on which the above three-year grace period would otherwise expire, an extension of the date of acquisitionabove three-year grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by delivered to the Servicer with Trustee, the Trust Administrator and the Depositor an Opinion of Counsel Counsel, addressed to the Trustee, the Trust Administrator and the Depositor, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-the close of the third taxable year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) after its acquisition will not result in the imposition on the Trust Fund of taxes on “prohibited transactions” of the related trust thereof, as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related any Trust REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to REMIC under Federal law at any conditions contained in such Opinion of Counsel), or (ii) the time that any Certificates are outstanding. The Servicer shall have applied formanage, prior to conserve, protect and operate each REO Property for the expiration Certificateholders solely for the purpose of such three-year period, an extension of such three-year period its prompt disposition and sale in the a manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling does not cause such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a the meaning of Section 860G(a)(8) of the Code or result in the receipt by any Trust REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, (ii) subject the Trust Fund to the imposition of or any federal or state income taxes on “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. (b) The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to REO Properties an account held in trust for the Trustee for the benefit of the Certificateholders (the “REO Account”), which shall be an Eligible Account. The Servicer shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the REO Account. (c) The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders. In connection therewith, the Servicer shall deposit, or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account, in no event more than one Business Day after the deposit of such funds into the clearing account, all revenues received by it with respect to an REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property including, without limitation: (i) all insurance premiums due and payable in respect of such REO Property; (ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account with respect to an REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such Mortgaged REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned the REO Property and if in the Servicer’s judgment, the payment of such amounts will be recoverable from the rental or sale of the REO Property. Notwithstanding the foregoing, none of the Servicer, the Trust Administrator or the Trustee shall: (a) authorize the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (b) authorize any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (c) authorize any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 860G(c856(e)(4)(B) of the Code; or (d) authorize any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust Fund; unless, in any such case, the Servicer has obtained an Opinion of Counsel, provided to the Trust Administrator, the Master Servicer and the NIMS Insurer, to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. The Servicer may contract with any Independent Contractor for the operation and management of any REO Property; provided that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above and remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor; (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) none of the Code, unless provisions of this Section 3.23(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer has agreed of any of its duties and obligations to indemnify and hold harmless the Trust Fund Trustee on behalf of the Certificateholders with respect to the imposition operation and management of any such taxesREO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be solely liable for all fees owed by it to any such Independent Contractor, irrespective of whether the Servicer’s compensation pursuant to Section 3.18 is sufficient to pay such fees.

Title, Management and Disposition of REO Property. If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the (a) The deed or certificate of sale of any REO Property shall be taken in the name of the Servicer Indenture Trustee, or its nominee, in either case as nominee, for the benefit on behalf of the Trustee Noteholders and the Insurer. The Servicer, on behalf of the Trust Fund Property, shall either sell any REO Property within three years after the Trust acquires ownership of such REO Property for purposes of Section 856(e) of the Code or request from the Internal Revenue Service, more than 60 days before the day on which the date three-year grace period would otherwise expire an extension of acquisition of title (the "REO Owner"). In the event three-year grace period, unless the Servicer is not authorized or permitted had delivered to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with Indenture Trustee an Opinion of Counsel obtained by Counsel, addressed to the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. ThereafterIndenture Trustee, the Servicer shall continue to provide certain administrative services to Depositor and the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisitionInsurer, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust Indenture Trustee of such Mortgaged REO Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) three years after its acquisition will not result in the imposition on the Trust of taxes on “"prohibited transactions” of the related trust " thereof, as defined in Section 860F 857(b)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC Trust to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to REIT under Federal law at any conditions contained in such Opinion of Counsel), or (ii) the time that any Securities are outstanding. The Servicer shall have applied formanage, prior to conserve, protect and operate each REO Property solely for the expiration purpose of such three-year period, an extension of such three-year period its prompt disposition and sale in the a manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling does not cause such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8856(e) of the Code, (ii) subject the Trust Fund to the imposition of Code or any federal or state income taxes on “"net income from foreclosure property” " which is subject to taxation under the REIT Provisions. (b) The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to such Mortgaged Property within REO Properties an account held in trust for the meaning of Section 860G(c) Indenture Trustee for the benefit of the CodeNoteholders and the Insurer (the "REO Account"), which shall be an Eligible Account. The Servicer shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the REO Account. (c) The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, on such terms and for such period as the Servicer deems to be in the best interests of the Noteholders and the Insurer. In connection therewith, the Servicer shall deposit, or (iii) cause the sale of such Mortgaged Property to result be deposited, on a daily basis in the receipt REO Account all revenues received by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund it with respect to an REO Property and shall withdraw therefrom funds necessary for the imposition proper operation, management and maintenance of any such taxes.REO Property including, without limitation:

Title, Management and Disposition of REO Property. If In the event that title to a the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or 145322 HomeBanc 2005-2 Transfer and Servicing Agreement 59 certificate of sale shall be taken in the name of the Servicer Indenture Trustee or its nomineedesignee, or in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In the event the Servicer Indenture Trustee or its designee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Issuer shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Issuer. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures the ▇▇▇▇▇▇ ▇▇▇ Guides of each acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days from the date the Servicer receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO Property property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Master Servicer relating to such REO Property as set forth in this Section 4.134.02(o). No Servicing Fee shall be assessed or otherwise accrue on any REO Property from and after the date on which it becomes an REO Property. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the ▇▇▇▇▇▇ Mae Guides manage, conserve, protect and operate each REO Property must in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Servicer shall cause each REO Property to be sold within three years following inspected promptly upon the end acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Master Servicer. The Servicer shall use its best efforts to dispose of the calendar REO Property as soon as possible and shall sell such REO Property in any event within one year of the date of acquisitionafter title has been taken to such REO Property, unless a REMIC election has been made with respect the Servicer determines, and gives an appropriate notice to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by to such effect, that a longer period is necessary for the Servicer with an Opinion of Counsel to the effect that the holding by the related trust orderly liquidation of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable periodREO Property. If a longer period longer than three years one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to the progress being made in selling such REO Property. No REO Property and shall be marketed for less than the Appraised Value, without the prior consent of Master Servicer. No REO Property shall be sold for less than ninety five percent (ii95%) ifof its Appraised Value, without the prior consent of Indenture Trustee. All requests for reimbursement of Servicing Advances shall be in accordance with the ▇▇▇▇▇▇ ▇▇▇ Guides. The disposition of REO Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interests of the Trust (subject to the above conditions) only with the prior written 145322 HomeBanc 2005-2 Transfer and Servicing Agreement 60 consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage . The Servicer shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant provide monthly reports to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf in reference to the status of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf marketing of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxesREO Properties.

Title, Management and Disposition of REO Property. If In the event that title to a the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Seller/Servicer or its nominee, in either case as nominee, . Seller/Servicer shall hold title for the benefit of the Trustee on behalf Purchaser of the Trust Fund record on the date of acquisition of title (the "REO Owner")title. In the event the Seller/Servicer is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion opinion of Counsel counsel obtained by the Seller/Servicer, at the expense of the Trust FundPurchaser, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Purchaser shall acknowledge in writing that such title is being held as nominee for the REO OwnerPurchaser. The Seller/Servicer shall notify cause to be deposited on a daily basis in the Master Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Subsection 11.10 hereof and the fees of any managing agent acting on behalf of the Seller/Servicer. Any single disbursement in excess of $5,000 shall be made only with the prior written approval of the Purchaser which approval shall not be unreasonably withheld. If such approval is not received within (3) three days, then the approval shall be deemed to have been given; provided, however, Seller/Servicer may pay property taxes without obtaining Purchaser's approval. The Seller/Servicer shall make distributions as required on each Remittance Date to the Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described above and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses). The disposition of REO Property shall be carried out by the Seller/Servicer in accordance with Accepted Servicing Procedures the provisions of each acquisition this Agreement and with the prior consent of the Purchaser, provided however, that such consent shall not be unreasonable withheld or delayed. Prior to any disposition of REO Property upon Property, the Seller/Servicer shall provide notice to the Purchaser of such acquisitionproposed disposition, requesting its consent thereto. If the Purchaser has not expressly denied its consent by written notice to Seller/Servicer within two (2) Business Days of the request therefor, the Purchaser shall be deemed to have consented to such disposition of REO Property. Upon the request of the Purchaser, and thereafter assume at the responsibility Purchaser's expense, the Seller/Servicer shall cause an appraisal of the REO Property to be performed for marketing the Purchaser. Seller/Servicer may retain a REO Property management fee of $500 for each property. The net proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account and, as soon as practical thereafter, the expenses of such sale shall be paid, the Seller/Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees, unreimbursed advances made pursuant to Subsection 11.17 and any appraisal performed pursuant to this paragraph and the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. If Seller/Servicer receives an offer to purchase REO Property that will net Purchaser 95% or more of the value of the REO Property, Seller/Servicer may dispose of the Property without obtaining Purchaser's prior consent. The Seller/Servicer shall either itself or through an agent selected by the Seller/Servicer, manage, conserve, protect and operate the REO Property in accordance with Accepted Servicing Proceduresthe same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Thereafter, the The Seller/Servicer shall continue attempt to provide certain administrative services sell the same (and may temporarily rent the same) for a period not greater than one year on such terms and conditions as the Seller/Servicer deems to be in the Trust Fund relating best interest of the Purchaser. Seller/Servicer shall use its best efforts to dispose of any REO Property within one year after title has been taken to such REO Property as set forth in this Section 4.13Property. The REO Property must be sold within three years following the end of the calendar year of the date of acquisitionUpon request, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller/Servicer shall report monthly furnish to the Master Servicer as to progress being made Purchaser a statement covering the Seller/Servicer's efforts in selling such connection with the sale of that REO Property and (ii) if, with the written consent any rental of the Master Servicer, a purchase money mortgage is taken in connection REO Property incidental to the sale thereof for the previous month (together with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund an operating statement). Such statement shall be entered into with respect to accompanied by such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC information as the Purchaser shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxesreasonably request.

Title, Management and Disposition of REO Property. If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Company or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund Owner on the date of acquisition of title (the "REO Owner"). In the event the Servicer Company is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion opinion of Counsel counsel obtained by the ServicerCompany, at expense of the Trust FundREO Owner, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund REO Owner shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer Company shall notify the Master Servicer Owner in accordance with Accepted Customary Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Customary Servicing Procedures. Thereafter, the Servicer Company shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.134.14. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.on

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")Indenture Trustee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Indenture Trustee shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Indenture Trustee. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted the Servicing ProceduresStandard, itself or through the Subservicer. ThereafterFollowing acquisition of any REO Property, the Servicer shall, or shall continue to cause the Subservicer to, provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall, or shall cause the Subservicer to, report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) ifafter the end of the third year following the conversion of the related Mortgage Loan into REO Property. The Servicer shall, either itself or through the Subservicer or through an agent selected by the Servicer or the Subservicer, in accordance with the written consent Servicing Standard, manage, conserve, protect and operate each REO Property. Each REO Disposition shall be carried out by the Servicer or the Subservicer at such price and upon such terms and conditions as the Servicer or the Subservicer deems to be in the best interest of the Issuing Entity and the Indenture Trustee and as are approved in writing by the Master Servicer. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, a purchase money mortgage is taken in connection with the expenses of such sale, such purchase money mortgage sale shall name be paid and the Servicer as mortgageeor the Subservicer shall reimburse itself for any related Servicing Advances, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into or Monthly Advances made by it with respect to such purchase money mortgageREO Property or the related Mortgage Loan. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged The Servicer shall cause each REO Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for inspected promptly upon the production acquisition of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) title thereto and shall cause such Mortgaged each REO Property to fail to qualify be inspected at any time least monthly thereafter or more frequently as “foreclosure property” within a meaning of Section 860G(a)(8) of may be required by the Code, (ii) subject the Trust Fund to the imposition of any federal circumstances. The Servicer shall make or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale inspector to make a written report of each such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxesinspection.

Title, Management and Disposition of REO Property. (a) If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Trustee or its nomineedesignee. Notwithstanding the foregoing, in either case as nomineethe Company shall not acquire title to any Mortgaged Property, or proceed with the management of any REO Property, for which the benefit of Company has knowledge that such Mortgaged Property or REO Property is affected by hazardous waste. The Company shall either itself, or through an agent, manage, conserve, protect and operate each REO Property (and may temporarily rent the Trustee same) on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")Fund. In the event that the Servicer is Trust Fund acquires any REO Property in connection with a default or imminent default on a Mortgage Loan, the Company shall dispose of such REO Property not authorized later than the end of the third taxable year after the year of its acquisition by the Trust Fund unless the Company has applied for and received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the Trust Fund may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or permitted causing the imposition of a federal or state tax upon such REMIC. If the Company has received such an extension, then the Company shall continue to hold title attempt to real property in the state in which sell the REO Property is located, or would be adversely affected under for its fair market value for such period longer than three years as such extension permits (the "doing business" or tax laws Extended Period"). If the Company has not received such an extension and the Company is unable to sell the REO Property within the period ending 3 months before the end of such state third taxable year after its acquisition by so holding titlethe Trust Fund or if the Company has received such an extension, and the Company is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the deed Company shall, before the end of the three year period or certificate the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Company) in an auction reasonably designed to produce a fair price prior to the expiration of sale the three-year period or the Extended Period, as the case may be. The Trustee shall be taken sign any document (in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained a form acceptable to it) prepared by the ServicerCompany or take any other action reasonably requested by the Company which would enable the Company, at expense on behalf of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is locatedrequest such grant of extension. The Person or Persons holding such title Notwithstanding any other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures provisions of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of no REO Property acquired by the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreementheld, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer Company has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (b) The Company shall deposit or cause to be deposited in the applicable Collection Account, on a daily basis, all revenues received with respect to each REO Property and shall be permitted to withdraw therefrom, to the extent of the amount of such revenues on deposit therein, funds necessary for the proper operation, management and maintenance of such REO Property, including but not limited to the cost of maintaining any hazard insurance and the fees of any managing agent acting on behalf of the Company. (c) If the Company elects to dispose of an REO Property without utilizing the services of an agent, the Company shall notify the Master Servicer of its receipt of any and all bona fide offers to purchase that REO Property. Each such REO Disposition shall be carried out by the Company at such price, and upon such terms and conditions. If the Company utilizes the services of an approved agent to dispose of an REO Property, the Company shall provide the Master Servicer with a copy of such agent's marketing plan, which shall include, but not be limited to, (i) the marketing time period, (ii) an estimate of the costs of any repairs or improvements, (iii) the lowest acceptable sale price for the REO Property and (iv) other proposed terms and conditions of sale. The REO Disposition shall be carried out by the Company in accordance with the terms thereof. If the Company receives a bona fide offer to purchase an REO Property and would like to accept the offer, but the offer is outside the

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Company or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Company shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Company. The Servicer Subservicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer Subservicer shall continue to provide certain administrative services to the Trust Fund Company relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless acquisition if a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and held, unless (i) the Master Servicer Company shall have been supplied by the Servicer with an Opinion of Counsel (at the Company’s expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer Company or the Subservicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer Subservicer shall report monthly to the Master Servicer Company as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer Subservicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Subservicer shall, either itself or through an agent selected by the Subservicer, and in accordance with the ▇▇▇▇▇▇ ▇▇▇ Guide and Accepted Servicing Practices, manage, conserve, protect and operate each REO Property. Each REO Disposition shall be carried out by the Subservicer at such price and upon such terms and conditions as the Subservicer deems to be in the best interest of the Company and as are approved in writing by the Company. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Protected Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Subservicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Subservicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Subservicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Subservicer to the Company.

Title, Management and Disposition of REO Property. If (a) In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Issuing Entity, or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In the event the Servicer Issuing Entity is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Issuing Entity shall acknowledge in writing that such title is being held as nominee for the Issuing Entity. (b) The Servicer shall manage, conserve, protect and operate each REO OwnerProperty for the Issuing Entity solely for the purpose of its prompt disposition and sale. The Servicer, either itself or through an agent selected by the Servicer, shall manage, conserve, protect and operate the REO Property consistent with Accepted Servicing Practices. The Servicer shall notify attempt to sell the Master same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Servicer deems to be in accordance with Accepted Servicing Procedures the best interest of each acquisition of the Issuing Entity. (c) In the event that the Trust Fund acquires any REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Fund, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above-mentioned grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel Counsel, addressed to the Servicer and the Trustee, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the . The Servicer shall have applied forbe entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel, prior as provided in Section 4.6. (d) Subject to the expiration of such three-year period, an extension of such three-year period compliance with applicable laws and regulations as shall at any time be in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “foreclosure property” within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject the any Trust Fund REMIC to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (e) The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. (f) The Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. (g) The disposition of REO Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interests of the Issuing Entity; provided, however, that any REO disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any Trust REMIC to fail to qualify as a REMIC). The proceeds of sale of the REO Property (“REO Disposition Proceeds”) shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed Monthly Advances. On the Servicer Remittance Date immediately following the Prepayment Period in which such sale proceeds are received, the net cash proceeds of such sale remaining in the Custodial Account shall be remitted to the Securities Administrator. (h) The Servicer shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.11. The Servicer shall make monthly remittances on each Servicer Remittance Date to the Securities Administrator of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in this Section 4.15 and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses). With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to a Servicer) in the name of the Servicer Trustee or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense affiliate of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is locatedServicers. The Person or Persons Such affiliate holding such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the benefit of the Trustee. (b) In the event that the Trust Fund acquires any REO Owner. The Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Asset, the applicable Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures dispose of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the calendar third taxable year beginning after the year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code unless such Servicer with an Opinion has received a grant of Counsel to extension from the effect Internal Revenue Service of the above-mentioned grace period such that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer . Subject to compliance with applicable laws and regulations as shall report monthly to the Master Servicer as to progress being made at any time be in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the applicable Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. Each Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. Each Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. Each Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be retained in the Mortgage Asset File or kept by the applicable Servicer electronically and copies thereof shall be forwarded by the applicable Servicer to the Trustee upon request. A Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as such Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, each Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. Each Servicer shall deposit or cause to be deposited, on a daily basis, within two business days of receipt, in the Collection Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof. [Each Servicer shall furnish to the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Trustee shall reasonably request.] Each Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by a Servicer at such price and upon such terms and conditions as such Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by a Servicer there were outstanding unreimbursed Servicing Advances and Servicing Fees with respect to the REO Property, such Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances and Servicing Fees from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to such Servicer as provided above, shall be deposited in the Collection Account for transfer to the Distribution Account on the succeeding Servicer Remittance Date in accordance with Section 3.04(a)(vi). Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration).

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel (at the Servicer's expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “"prohibited transactions” " of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold or managed in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “"net income from foreclosure property” " with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall deposit or cause to be deposited, on a daily basis in each Custodial Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 hereof. The Servicer shall maintain separate records with respect to each REO Property identifying all deposits and withdrawals from the Custodial Account for each REO Property. The Servicer shall furnish to the Owner on each Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Owner shall reasonably request. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the F▇▇▇▇▇ M▇▇ Guide, manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall be entitled to reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees or Monthly Advances made. Such reimbursement will be subject to Master Servicer approval of claims submitted within 90 days of liquidation (such approval will be rendered within 30 days of the Master Servicer’s receipt of the complete claim of loss notification package), and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the proceeds of such sale deposited in the Custodial Account shall be distributed to the Purchaser. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel (at the Servicer's expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “"prohibited transactions” " of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold or managed in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “"net income from foreclosure property” " with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall deposit or cause to be deposited, on a daily basis in each Custodial Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 hereof. The Servicer shall maintain separate records with respect to each REO Property identifying all deposits and withdrawals from the Custodial Account for each REO Property. The Servicer shall furnish to the Owner on each Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Owner shall reasonably request. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the Fannie Mae Guide, manage, conserve, protect and operate each REO Prope▇▇▇ ▇▇ the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner. Notwithstanding anything to the contrary set forth in this Section 4.13, the parties hereto hereby agree that the Owner, at its option, shall be entitled to manage, conserve, protect and operate each REO Property for its own benefit (such option, an "REO Option"). In connection with the exercise of an REO Option, the prior two paragraphs and the related provisions of Section 4.03 and Section 4.04(iii) (such provisions, the "REO Marketing Provisions") shall be revised as follows. Following the acquisition of any Mortgaged Property, the Servicer shall submit a detailed invoice to the Owner for all related Servicing Advances and, upon exercising the REO Option, the Owner shall promptly reimburse the Servicer for such amounts. In the event the REO Option is exercised with respect to an REO Property, Section 4.04 (iii) shall not be applicable thereto. References made in Section 4.03 with respect to the reimbursement of Servicing Advances shall, for purposes of such REO Property, be deemed to be covered by this paragraph. The Owner acknowledges that, in the event it exercises an REO Option, with respect to the related REO Property, there shall be no breach by the Servicer based upon or arising out of the Servicer's failure to comply with the REO Marketing Provisions.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer or its nomineeTrustee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify benefit of the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of Trustee. (b) In the event that the Trust Fund acquires any REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Fund, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above- mentioned grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel Counsel, addressed to the Servicer and the Trustee, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.of

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel (at the Servicer's expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “"prohibited transactions” " of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold or managed in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “"net income from foreclosure property” " with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall deposit or cause to be deposited, on a daily basis in each Custodial Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 hereof. The Servicer shall maintain separate records with respect to each REO Property identifying all deposits and withdrawals from the Custodial Account for each REO Property. The Servicer shall furnish to the Owner on each Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Owner shall reasonably request. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the Fannie Mae Guide, m▇▇▇▇▇, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted the Servicing ProceduresStandard. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless acquisition if a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and held, unless (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel (at the Servicer's expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “"prohibited transactions” " of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “"net income from foreclosure property” " with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall, either itself or through an agent selected by the Servicer, in accordance with the Servicing Standard, manage, conserve, protect and operate each REO Property. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner and as are approved in writing by the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection.

Title, Management and Disposition of REO Property. (a) If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Trustee or its nomineedesignee. Notwithstanding the foregoing, in either case as nomineethe Servicer shall not acquire title to any Mortgaged Property, or proceed with the management of any REO Property, for which the benefit of Servicer has knowledge that such Mortgaged Property or REO Property is affected by hazardous waste. The Servicer shall either itself, or through an agent, manage, conserve, protect and operate each REO Property (and may temporarily rent the Trustee same) on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")Fund. In the event that the Trust Fund acquires any REO Property in connection with a default or imminent default on a Mortgage Loan, the Servicer shall dispose of such REO Property not later than the end of the third taxable year after the year of its acquisition by the Trust Fund unless the Servicer has applied for and received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the Trust Fund may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a federal or state tax upon such REMIC. If the Servicer has received such an extension, then the Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the "Extended Period"). If the Servicer has not received such an extension and the Servicer is not authorized or permitted unable to hold title to real property in the state in which sell the REO Property is located, or would be adversely affected under within the "doing business" or tax laws period ending 3 months before the end of such state third taxable year after its acquisition by so holding titlethe Trust Fund or if the Servicer has received such an extension, and the Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the deed Servicer shall, before the end of the three year period or certificate the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of sale the three-year period or the Extended Period, as the case may be. The Trustee shall be taken in sign any document prepared by the name of such Person Servicer or Persons as shall be consistent with an Opinion of Counsel obtained take any other action reasonably requested by the Servicer which would enable the Servicer, at expense on behalf of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding request such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures grant of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageextension. Notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (b) The Servicer shall deposit or cause to be deposited in the applicable Custodial Account, on a daily basis, all revenues received with respect to each REO Property and shall be permitted to withdraw therefrom, to the extent of the amount of such revenues on deposit therein, funds necessary for the proper operation, management and maintenance of such REO Property, including but not limited to the cost of maintaining any hazard insurance and the fees of any managing agent acting on behalf of the Servicer. (c) If the Servicer elects to dispose of an REO Property without utilizing the services of an agent, the Servicer shall notify the Trustee of its receipt of any and all bona fide offers to purchase that REO Property. Each such REO Disposition shall be carried out by the Servicer at such price, and upon such terms and conditions. If the Servicer utilizes the services of an approved agent to dispose of an REO Property, the Servicer shall provide the Trustee with a copy of such agent's marketing plan, which shall include, but not be limited to, (i) the marketing time period, (ii) an estimate of the costs of any repairs or improvements, (iii) the lowest acceptable sale price for the REO Property and (iv) other proposed terms and conditions of sale. The REO Disposition shall be carried out by the Servicer in accordance with the terms thereof. If the Servicer receives a bona fide offer to purchase an REO Property and would like to accept the offer, but the offer is outside the parameters of the approved marketing plan, the Servicer shall provide the Trustee with written notification of the terms and conditions of the offer. The Servicer, upon an REO Disposition, shall be entitled to reimbursement for any related unreimbursed Monthly Advances from proceeds received in connection with such REO Disposition. If the proceeds from an REO Disposition are insufficient to reimburse the Servicer for any related unreimbursed Monthly Advances, to the extent such reimbursement will constitute an "unanticipated expense" (within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)) of a REMIC provided for herein, the Servicer shall be entitled to withdraw any such deficiency from amounts on deposit in the applicable Custodial Account. All proceeds from an REO Disposition, net of any reimbursement to the Servicer as provided above, shall be remitted to the Trustee within three (3) Business Days following receipt thereof.

Title, Management and Disposition of REO Property. If title to a Mortgaged In the event the Trust acquires ownership of any REO Property is acquired in foreclosure or by deed in lieu respect of foreclosureany related Mortgage Loan, the deed or certificate of sale shall be taken in issued to the name of the Servicer Trustee, or to its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Ownerrelated Certificateholders. The Servicer or the Subservicer, as the case may be, shall notify the Master Servicer sell any REO Property as expeditiously as possible and in accordance with Accepted the provisions of this Agreement and the Pooling and Servicing Procedures of each acquisition of Agreement. The Servicer or the Subservicer, as the case may be, shall sell any REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue prior to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following after the end of the calendar year of the date of acquisitionits acquisition by REMIC I, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (ia) the Master Servicer Trustee shall have been supplied by the Servicer or the Subservicer, as applicable, with an Opinion of Counsel to the effect that the holding by the related trust Trust of such Mortgaged REO Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust any REMIC hereunder as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related any REMIC hereunder to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), ) or (iib) the Servicer or the Subservicer, as applicable, shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Servicer or the Subservicer, as the case may be, shall protect and conserve such REO Property in the manner and to the extent provided in the Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code. The Servicer shall assume the responsibility for marketing each REO Property in accordance with the Servicing Standard, itself or through the Subservicer. Following acquisition of any REO Property, the Servicer shall, or shall cause the Subservicer to, provide certain administrative services relating to such REO Property as set forth in this Section 4.13. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall, or shall cause the Subservicer to, report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) ifafter the end of the third year following the conversion of the related Mortgage Loan into REO Property. The Servicer shall, either itself or through the Subservicer or through an agent selected by the Servicer or the Subservicer, as applicable, in accordance with the written consent Servicing Standard, manage, conserve, protect and operate each REO Property. Each REO Disposition shall be carried out by the Servicer or the Subservicer, as the case may be, at such price and upon such terms and conditions as the Servicer or the Subservicer, as applicable, deems to be in the best interest of the Trustee and the Certificateholders and as are approved in writing by the Master Servicer. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, a purchase money mortgage is taken in connection with the expenses of such sale, such purchase money mortgage sale shall name be paid and the Servicer or the Subservicer, as mortgageeapplicable, and such purchase money mortgage shall not be held pursuant to this Agreementreimburse itself for any related Servicing Advances, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into or Monthly Advances made by it with respect to such purchase money mortgageREO Property or the related Mortgage Loan. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged The Servicer shall cause each REO Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for inspected promptly upon the production acquisition of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) title thereto and shall cause such Mortgaged each REO Property to fail to qualify be inspected at any time least monthly thereafter or more frequently as “foreclosure property” within a meaning of Section 860G(a)(8) of may be required by the Code, (ii) subject the Trust Fund to the imposition of any federal circumstances. The Servicer shall make or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale inspector to make a written report of each such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxesinspection.

Title, Management and Disposition of REO Property. (a) If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Trustee or its nomineedesignee. Notwithstanding the foregoing, in either case as nomineethe Servicer shall not acquire title to any Mortgaged Property, or proceed with the management of any REO Property, for which the benefit of Servicer has knowledge that such Mortgaged Property or REO Property is affected by hazardous waste. The Servicer shall either itself, or through an agent, manage, conserve, protect and operate each REO Property (and may temporarily rent the Trustee same) on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")Fund. In the event that the Trust Fund acquires any REO Property in connection with a default or imminent default on a Mortgage Loan, the Servicer shall dispose of such REO Property not later than the end of the third taxable year after the year of its acquisition by the Trust Fund unless the Servicer has applied for and received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the Trust Fund may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a federal or state tax upon such REMIC. If the Servicer has received such an extension, then the Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the "Extended Period"). If the Servicer has not received such an extension and the Servicer is not authorized or permitted unable to hold title to real property in the state in which sell the REO Property is located, or would be adversely affected under within the "doing business" or tax laws period ending 3 months before the end of such state third taxable year after its acquisition by so holding titlethe Trust Fund or if the Servicer has received such an extension, and the Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the deed Servicer shall, before the end of the three year period or certificate the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of sale the three-year period or the Extended Period, as the case may be. The Trustee shall be taken sign any document (in a form acceptable to it) prepared by the name of such Person Servicer or Persons as shall be consistent with an Opinion of Counsel obtained take any other action reasonably requested by the Servicer which would enable the Servicer, at expense on behalf of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is locatedrequest such grant of extension. The Person or Persons holding such title Notwithstanding any other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures provisions of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of no REO Property acquired by the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreementheld, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (b) The Servicer shall deposit or cause to be deposited in the applicable Collection Account, on a daily basis, upon two Business Days from receipt, all revenues received with respect to each REO Property and shall be permitted to withdraw therefrom, to the extent of the amount of such revenues on deposit therein, funds necessary for the proper operation, management and maintenance of such REO Property, including but not limited to the cost of maintaining any hazard insurance and the fees of any managing agent acting on behalf of the Servicer. (c) If the Servicer elects to dispose of an REO Property without utilizing the services of an agent, the Servicer shall notify the Master Servicer of its receipt of any and all bona fide offers to purchase that REO Property. Each such REO Disposition shall be carried out by the Servicer at such price, and upon such terms and conditions. If the Servicer utilizes the services of an approved agent to dispose of an REO Property, the Servicer shall provide the Master Servicer with a copy of such agent's marketing plan, which shall include, but not be limited to, (i) the marketing time period, (ii) an estimate of the costs of any repairs or improvements, (iii) the lowest acceptable sale price for the REO Property and (iv) other proposed terms and conditions of sale. The REO Disposition shall be carried out by the Servicer in accordance with the terms thereof. If the Servicer receives a bona fide offer to purchase an REO Property and would like to accept the offer, but the offer is outside the parameters of the approved marketing plan, the Servicer shall provide the Master Servicer with written notification of the terms and conditions of the offer. The Servicer, upon an REO Disposition, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO

Title, Management and Disposition of REO Property. If In the event that title to a the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosureforeclosure (an "REO Property"), the deed or certificate of sale shall be taken in the name of the Servicer or its nominee, in either case as nominee, Co-Trustee for the benefit of the Trustee Class A, Class M and Class B Certificateholders. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Class A, Class M and Class B Certificateholders, as the case may be. The Servicer shall cause to be deposited in the applicable Principal and Interest Account, no later than five Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related REO Property net of funds necessary for the proper operation, management and maintenance of the REO Property and the fees of any managing agent acting on behalf of the Trust Fund on Servicer. The disposition of REO Property shall be carried out by the date Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of acquisition the Class A, Class M and Class B Certificateholders. The proceeds of title (sale of the "REO Owner")Property shall be promptly deposited in the Principal and Interest Account as received from time to time and, as soon as practicable thereafter, the expenses of such sale shall be paid, the Servicer shall, subject to Section 5.04, reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees, unpaid Contingency Fees and unreimbursed Monthly Advances, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of such sale to be distributed to the Class A, Class M or Class B Certificateholders, as the case may be, in accordance with Section 6.08 hereof. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO any Mortgaged Property is located, acquired as aforesaid or would be adversely affected under the "doing business" otherwise in connection with a default or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafterimminent default on a Home Improvement Loan, the Servicer shall continue to provide certain administrative services to dispose of such Mortgaged Property within two years after its acquisition unless the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with received an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) two years after its acquisition will not result in the imposition of taxes on “"prohibited transactions” of the related trust " as defined in Section section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Class A, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), Class M or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageClass B Certificates are outstanding. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held acquired by a REMIC the Servicer pursuant to this Section shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold Fund, and no construction shall take place on such Mortgaged Property, in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal Code or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or of any "income from non-permitted assets as described in Section 860F(aassets" which is subject to taxation within the meaning of Sections 860G(c) (2)(Band 857(b)(4)(B) of the Code. If a period greater than two years is permitted under this Agreement and is necessary to sell any REO Property, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect shall give appropriate notice to the imposition of any Co-Trustee and shall report monthly to the Co-Trustee as to the progress being made in selling such taxesREO Property.

Title, Management and Disposition of REO Property. (a) If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Trustee or its nomineedesignee. Notwithstanding the foregoing, in either case as nomineethe Servicer shall not acquire title to any Mortgaged Property, or proceed with the management of any REO Property, for which the benefit of Servicer has knowledge that such Mortgaged Property or REO Property is affected by hazardous waste. The Servicer shall either itself, or through an agent, manage, conserve, protect and operate each REO Property (and may temporarily rent the Trustee same) on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")Fund. In the event that the Trust Fund acquires any REO Property in connection with a default or imminent default on a Mortgage Loan, the Servicer shall dispose of such REO Property not later than the end of the third taxable year after the year of its acquisition by the Trust Fund unless the Servicer has applied for and received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the Trust Fund may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a federal or state tax upon such REMIC. If the Servicer has received such an extension, then the Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the "Extended Period"). If the Servicer has not received such an extension and the Servicer is not authorized or permitted unable to hold title to real property in the state in which sell the REO Property is located, or would be adversely affected under within the "doing business" or tax laws period ending 3 months before the end of such state third taxable year after its acquisition by so holding titlethe Trust Fund or if the Servicer has received such an extension, and the Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the deed Servicer shall, before the end of the three year period or certificate the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of sale the three-year period or the Extended Period, as the case may be. The Trustee shall be taken sign any document (in a form acceptable to it) prepared by the name of such Person Servicer or Persons as shall be consistent with an Opinion of Counsel obtained take any other action reasonably requested by the Servicer which would enable the Servicer, at expense on behalf of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is locatedrequest such grant of extension. The Person or Persons holding such title Notwithstanding any other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures provisions of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of no REO Property acquired by the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreementheld, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (b) The Servicer shall deposit or cause to be deposited in the applicable Collection Account, on a daily basis, upon two Business Days from receipt, all revenues received with respect to each REO Property and shall be permitted to withdraw therefrom, to the extent of the amount of such revenues on deposit therein, funds necessary for the proper operation, management and maintenance of such REO Property, including but not limited to the cost of maintaining any hazard insurance and the fees of any managing agent acting on behalf of the Servicer. (c) If the Servicer elects to dispose of an REO Property without utilizing the services of an agent, the Servicer shall notify the Master Servicer of its receipt of any and all bona fide offers to purchase that REO Property. Each such REO Disposition shall be carried out by the Servicer at such price, and upon such terms and conditions. If the Servicer utilizes the services of an approved agent to dispose of an REO Property, the Servicer shall provide the Master Servicer with a copy of such agent's marketing plan, which shall include, but not be limited to, (i) the marketing time period, (ii) an estimate of the costs of any repairs or improvements, (iii) the lowest acceptable sale price for the REO Property and (iv) other proposed terms and conditions of sale. The REO Disposition shall be carried out by the Servicer in accordance with the terms thereof. If the Servicer receives a bona fide offer to purchase an REO Property and would like to accept the offer, but the offer is outside the parameters of the approved marketing plan, the Servicer shall provide the Master Servicer with written notification of the terms and conditions of the offer. The Servicer, upon an REO Disposition, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. If the proceeds from an REO Disposition are insufficient to reimburse the Servicer for any related unreimbursed Servicing Advances, to the extent such reimbursement will constitute an "unanticipated expense" (within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)) of a REMIC provided for herein, the Servicer shall be entitled to withdraw any such deficiency from amounts on deposit in the applicable Collection Account. All proceeds from an REO Disposition, net of any reimbursement to the Servicer as provided above, shall be remitted to the Master Servicer within three (3) Business Days following receipt thereof.

Title, Management and Disposition of REO Property. If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Company or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund Owner on the date of acquisition of title (the "REO Owner"). In the event the Servicer Company is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion opinion of Counsel counsel obtained by the ServicerCompany, at expense of the Trust FundREO Owner, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund REO Owner shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer Company shall notify the Master Servicer Owner in accordance with Accepted Customary Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Customary Servicing Procedures. Thereafter, the Servicer Company shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.134.14. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “"prohibited transactions” " of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer Owner or the Company shall have applied for, prior to the expiration of such three-three- year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer Company shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master ServicerOwner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer Company and the Master Servicer on behalf of the Trust Fund Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “"net income from foreclosure property” " with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a86OF(a) (2)(B) of the Code, unless the Servicer Company has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Trust or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Trust. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such each REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The Servicer shall sell any REO Property as expeditiously as possible. In addition, the REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless acquisition if a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and held, unless (i) the Master Servicer shall have been supplied by the Servicer with obtained an Opinion of Counsel (at the Servicer’s expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgageProperty. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the F▇▇▇▇▇ M▇▇ Guide and Accepted Servicing Practices, manage, conserve, protect and operate each REO Property. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Trust and as are approved in writing by the Trust. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Protected Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Master Servicer and Custodian.

Title, Management and Disposition of REO Property. If (a) In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Issuing Entity, or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In the event the Servicer Issuing Entity is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Issuing Entity shall acknowledge in writing that such title is being held as nominee for the Issuing Entity. (b) The Servicer shall manage, conserve, protect and operate each REO OwnerProperty for the Issuing Entity solely for the purpose of its prompt disposition and sale. The Servicer, either itself or through an agent selected by the Servicer, shall manage, conserve, protect and operate the REO Property consistent with Accepted Servicing Practices. The Servicer shall notify attempt to sell the Master same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Servicer deems to be in accordance with Accepted Servicing Procedures the best interest of each acquisition of the Issuing Entity. (c) In the event that the Trust Fund acquires any REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Fund, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above-mentioned grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel Counsel, addressed to the Servicer and the Trustee, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the . The Servicer shall have applied forbe entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel, prior as provided in Section 4.6. (d) Subject to the expiration of such three-year period, an extension of such three-year period compliance with applicable laws and regulations as shall at any time be in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject the any Trust Fund REMIC to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (e) The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. (f) The Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. (g) The disposition of REO Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interests of the Issuing Entity; provided, however, that any REO disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any Trust REMIC to fail to qualify as a REMIC). The proceeds of sale of the REO Property ("REO DISPOSITION PROCEEDS") shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed Monthly Advances. On the Servicer Remittance Date immediately following the Prepayment Period in which such sale proceeds are received, the net cash proceeds of such sale remaining in the Custodial Account shall be remitted to the Securities Administrator. (h) The Servicer shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.11. The Servicer shall make monthly remittances on each Servicer Remittance Date to the Securities Administrator of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in this Section 4.15 and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses). With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer Owner in accordance with Accepted Servicing Procedures prudent servicing practices of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “"prohibited transactions” " of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master ServicerOwner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund Owner shall be entered into with respect to such purchase money mortgage. The Servicer shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC. The Servicer shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “"net income from foreclosure property” " with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the Fannie Mae Guide, manage, conserve, protect and operate each REO Pr▇▇▇▇▇▇ ▇▇ the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Servicer to the Owner. Notwithstanding anything to the contrary set forth in this Section 4.13, the parties hereto hereby agree that the Owner, at its option, shall be entitled to manage, conserve, protect and operate each REO Property for its own benefit (such option, an "REO Option"). In connection with the exercise of an REO Option, the prior two paragraphs and the related provisions of Section 4.03 and Section 4.04(iii) (such provisions, the "REO Marketing Provisions") shall be revised as follows. Following the acquisition of any Mortgaged Property, the Servicer shall submit a detailed invoice to the Owner for all related Servicing Advances and, upon exercising the REO Option, the Owner shall promptly reimburse the Servicer for such amounts. In the event the REO Option is exercised with respect to an REO Property, Section 4.04 (iii) shall not be applicable thereto. References made in Section 4.03 with respect to the reimbursement of Servicing Advances shall, for purposes of such REO Property, be deemed to be covered by this paragraph. The Owner acknowledges that, in the event it exercises an REO Option, with respect to the related REO Property, there shall be no breach by the Servicer based upon or arising out of the Servicer's failure to comply with the REO Marketing Provisions.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the applicable Servicer) in the name of the Servicer Trustee or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing 120 business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person (other than the related Servicer) or Persons as shall be consistent with an Opinion of Counsel (the cost of which shall be reimbursed as a Servicing Advance) obtained by the Servicer, at expense of the Trust Fund, related Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the benefit of the Trustee on behalf of the Certificateholders. (b) In the event that the Trust Fund acquires any REO Owner. The Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the related Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures dispose of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the calendar third taxable year beginning after the year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code unless such Servicer with an Opinion has received a grant of Counsel to extension from the effect Internal Revenue Service of the above mentioned grace period such that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; (ii) cause any REO Property to fail to qualify as "foreclosure property" within the meaning of 1986, as amended Section 860G(a)(8) of the Code; or (iii) cause any REMIC constituting any part of the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property for such longer period as such extension permits. Subject to compliance with applicable laws and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken regulations as shall at any time be in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the related Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. Each Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. Each Servicer shall cause each related REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each such REO Property to be inspected at least annually thereafter. Each Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the related Servicer to the Trustee or the Custodian on the Trustee's behalf and to the Master Servicer upon request. Each 121 Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as such Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, each Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. Each Servicer shall deposit or cause to be deposited, on a daily basis, within two Business Days of receipt, in the related Servicer Custodial Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.12 hereof and the fees of any managing agent acting on behalf of the related Servicer. Each Servicer shall furnish to the Securities Administrator and the Master Servicer, on each Servicer Remittance Date, an operating statement for each REO Property it services covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Securities Administrator or the Master Servicer shall reasonably request. Each Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the related Servicer at such price and upon such terms and conditions as such Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the related Servicer there were outstanding unreimbursed Servicing Advances, Servicing Fees and Advances with respect to the REO Property, the related Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances, Servicing Fees and Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the related Servicer as provided above, shall be deposited in the related Servicer Custodial Account for transfer to the Master Servicer Custodial Account on the succeeding Servicer Remittance Date in accordance with Section 3.06(a)(vi). Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the related Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer or its nomineeTrustee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify benefit of the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of Trustee. (b) In the event that the Trust Fund acquires any REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Fund, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above- mentioned grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel Counsel, addressed to the Servicer and the Trustee, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the . The Servicer shall have applied forbe entitled to be reimbursed from the Collection Account for any costs incurred in obtaining such Opinion of Counsel, prior as provided in Section 3.05. Subject to the expiration of such three-year period, an extension of such three-year period compliance with applicable laws and regulations as shall at any time be in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage Servicing File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. The Servicer shall deposit or cause to be deposited, on a daily basis, within two Business Days of receipt, in the Collection Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Trustee shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided above, shall be deposited in the Collection Account for distribution on the succeeding Servicer Remittance Date in accordance with Section 4.01 and Section 4.02. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the (a) The deed or certificate of sale of any REO Property shall be taken in the name of the Servicer Indenture Trustee, or its nominee, in either case as nominee, trust for the benefit of the Noteholders. (b) The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to REO Properties an account held in trust for the Indenture Trustee on behalf for the benefit of the Trust Fund on the date of acquisition of title Noteholders (the "REO OwnerAccount"). In the event the Servicer is not authorized or permitted to hold title to real property in the state in , which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO OwnerEligible Account. The Servicer shall notify be permitted to allow the Master Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in accordance the REO Account. (c) The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with Accepted Servicing Procedures of each acquisition of any REO Property upon as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such acquisition, terms and thereafter assume for such period as the responsibility for marketing such REO Property Servicer deems to be in accordance with Accepted Servicing Proceduresthe best interests of Noteholders. ThereafterIn connection therewith, the Servicer shall continue deposit, or cause to provide certain administrative services be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Servicer's receipt thereof, and shall thereafter deposit in the REO Account, in no event more than two Business Days after the deposit of such funds into the clearing account, all revenues received by it with respect to an REO Property and shall withdraw therefrom funds necessary for the Trust Fund relating to proper operation, management and maintenance of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisitionincluding, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and without limitation: (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust all insurance premiums due and payable in respect of such Mortgaged REO Property; (ii) all real estate taxes and assessments in respect of such REO Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property that may be held) will not result in the imposition of taxes a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on “prohibited transactions” deposit in the REO Account with respect to an REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned the REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the rental or sale of the REO Property. (d) In addition to the withdrawals permitted under Section 3.23(c), the Servicer may from time to time make withdrawals from the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing Advances and P&I Advances made in respect of such REO Property or the related Mortgage Loan. On the Servicer Remittance Date, the Servicer shall have applied forwithdraw from each REO Account maintained by it and deposit into the Payment Account in accordance with Section 3.10(d)(ii), for distribution on the related Payment Date in accordance with the Indenture, the income from the related REO Property received during the prior calendar month, net of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d). (e) Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities for similar properties. (f) The proceeds from the REO Disposition, net of any amount required by law to be remitted to the expiration Mortgagor under the related Mortgage Loan and net of such threeany payment or reimbursement to the Servicer or any Sub-year periodServicer as provided above, an extension of such three-year period shall be deposited in the manner contemplated Payment Account in accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the month following the receipt thereof for distribution on the related Payment Date in accordance with the Indenture. (g) The Servicer shall file information returns with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and cancellation of indebtedness income with respect to any Mortgaged Property as required by Section 856(e)(3) Sections 6050H, 6050J and 6050P of the Code, in which case the three-year period respectively. Such reports shall be extended in form and substance sufficient to meet the reporting requirements imposed by the applicable period. If a period longer than three years is permitted under the foregoing sentence such Sections 6050H, 6050J and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) 6050P of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer Trustee or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify benefit of the Master Servicer in accordance with Accepted Servicing Procedures Trustee on behalf of each acquisition of Certificateholders. (b) In the event that the Trust Fund acquires any REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the calendar third taxable year beginning after the year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code unless the Servicer with an Opinion has received a grant of Counsel to extension from the effect Internal Revenue Service of the above mentioned grace period such that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; (ii) cause any REO Property to fail to qualify as "foreclosure property" within the meaning of 1986, as amended Section 860G(a)(8) of the Code; or (iii) cause any REMIC constituting any part of the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates (other than the Class P Certificates) are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property for such longer period as such extension permits. Subject to compliance with applicable laws and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken regulations as shall at any time be in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Trustee, or the Custodian on the Trustee's behalf, and to the Master Servicer upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. The Servicer shall deposit or cause to be deposited, on a daily basis, within three Business Days of receipt, in the Collection Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.12 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Securities Administrator and the Master Servicer, on each Servicer Remittance Date, an operating statement for each REO Property it services covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Securities Administrator or the Master Servicer shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances, Servicing Fees and Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances, Servicing Fees and Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided above, shall be deposited in the Collection Account for transfer to the Distribution Account on the succeeding Servicer Remittance Date in accordance with Section 3.06(a)(vi). Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Company or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund Owner on the date of acquisition of title (the "“REO Owner"”). In the event the Servicer Company is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion opinion of Counsel counsel obtained by the ServicerCompany, at expense of the Trust FundREO Owner, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund REO Owner shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer Company shall notify the Master Servicer Owner in accordance with Accepted Customary Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Customary Servicing Procedures. Thereafter, the Servicer Company shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.134.14. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer Owner or the Company shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer Company shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master ServicerOwner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer Company and the Master Servicer on behalf of the Trust Fund Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer Company has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Company, either itself or through an agent selected by the Company, shall manage, conserve, protect and operate each REO Property for the REO Owner solely for the purpose of its prompt disposition and sale, and in same manner that it would be required to manage, conserve, protect and operate foreclosed property for its own account (subject to the condition described in the second paragraph of Section 4.02). The Company shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Company deems to be in the best interest of the REO Owner. The Company shall cause to be deposited in the Escrow Account, on a daily basis upon receipt thereof, all revenues received with respect to the conservation and disposition of the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 hereof and the fees of any managing agent acting on behalf of the Company. In the event the Company chooses to manage the related REO Property, the Company shall be entitled to receive a management fee in an amount equal to the greater of $1,200 or 1% of the sales price of the related REO Property (the “REO Disposition Fee”). The Company shall be entitled to deduct the REO Disposition Fee directly from the REO Disposition proceeds prior to distribution of the REO Distribution Proceeds to the REO Owner. Any disbursement in excess of $5,000 shall be made only with the written approval of the REO Owner. For purposes of the preceding sentence, any approval given by the Owner shall constitute approval by the REO Owner. On or before each Determination Date, the Company shall withdraw from the Escrow Account and deposit into the Custodial Account the net income from the REO Property on deposit in the Escrow Account less any reserves required to be maintained in the Escrow Account from time to time to satisfy reasonably anticipated expenses. The Company shall furnish to the Owner on each Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month and the Company’s efforts in connection with the sale of that REO Property. Such statement shall be accompanied by such other information as the Owner shall reasonably request. Each REO Disposition shall be carried out by the Company at such price, and upon such terms and conditions, as the Company deems to be in the best interests of the REO Owner. If upon the acquisition of title to the Mortgaged Property by foreclosure sale or deed in lieu of foreclosure or otherwise, there remain outstanding ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances pursuant to Section 5.03 with respect to the Mortgage Loan or if, upon liquidation as provided in this Section 4.14, there remain outstanding any unreimbursed Servicing Advances with respect to the Mortgaged Property or the Mortgage Loan, the Company shall be entitled to reimbursement from the proceeds received in connection with the disposition of the Mortgaged Property, and from the Owner if such proceeds are insufficient, for any related unreimbursed Servicing Advances or related ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances pursuant to Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which REO Disposition Proceeds are received, the net cash proceeds of such REO Disposition shall be distributed to the REO Owner. In the event that the Company is billed for expenses related to an REO Property subsequent to the date on which the net cash proceeds of such REO Disposition are distributed to the REO Owner, the Company shall pay such expenses and shall thereupon be entitled to reimburse itself therefore by withdrawing the amount of such expenses from the Custodial Account.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer Trustee or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify benefit of the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of Trustee. (b) In the event that the Trust Fund acquires any REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the calendar third taxable year beginning after the year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code unless the Servicer with an Opinion has received a grant of Counsel to extension from the effect Internal Revenue Service of the above-mentioned grace period such that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; (ii) cause any REO Property to fail to qualify as "foreclosure property" within the meaning of 1986, as amended Section 860G(a)(8) of the Code; or (iii) cause any REMIC constituting any part of the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer . Subject to compliance with applicable laws and regulations as shall report monthly to the Master Servicer as to progress being made at any time be in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. The income earned from the management of any REO Properties, net of reimbursement to the Servicer for expenses incurred (including any property or other taxes) in connection with such management and net of unreimbursed Servicing Fees, Advances and Servicing Advances related thereto, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Collection Account. To the extent the net income received during any calendar month is in excess of the amount on a daily basis, within two Business Days of receipt attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for such calendar month, such excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any income from an REO Property, will be applied in the following order of priority: first, to reimburse the Servicer for any related unreimbursed Servicing Advances and Servicing Fees; second, to reimburse the Servicer for any related unreimbursed Advances; third, to reimburse the Certificate Account for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn by the Servicer pursuant to Section 3.05(a)(ii)(b) and 3.05(a)(iii)(c) that related to such Mortgage Loan; fourth, to accrued and unpaid interest (to the extent no Advance has been made for such amount or any such Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Mortgage Rate (net of the Servicing Fee) to the Due Date occurring in the month in which such amounts are required to be distributed; and fifth, as a recovery of principal of the Mortgage Loan. The Servicer shall furnish to the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Trustee shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances, Servicing Fees and Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances, Servicing Fees and Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided above, shall be deposited in the Collection Account for transfer to the Distribution Account on the succeeding Servicer Remittance Date in accordance with Section 3.04(a)(vi). Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. (a) If title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Trustee or its nomineedesignee. Notwithstanding the foregoing, in either case as nomineethe Servicer shall not acquire title to any Mortgaged Property, or proceed with the management of any REO Property, for which the benefit of Servicer has knowledge that such Mortgaged Property or REO Property is affected by hazardous waste. The Servicer shall either itself, or through an agent, manage, conserve, protect and operate each REO Property (and may temporarily rent the Trustee same) on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")Fund. In the event that the Trust Fund acquires any REO Property in connection with a default or imminent default on a Mortgage Loan, the Servicer shall dispose of such REO Property not later than the end of the third taxable year after the year of its acquisition by the Trust Fund unless the Servicer has applied for and received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the Trust Fund may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a federal or state tax upon such REMIC. If the Servicer has received such an extension, then the Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the "Extended Period"). If the Servicer has not received such an extension and the Servicer is not authorized or permitted unable to hold title to real property in the state in which sell the REO Property is located, or would be adversely affected under within the "doing business" or tax laws period ending 3 months before the end of such state third taxable year after its acquisition by so holding titlethe Trust Fund or if the Servicer has received such an extension, and the Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the deed Servicer shall, before the end of the three year period or certificate the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of sale the three-year period or the Extended Period, as the case may be. The Trustee shall be taken in sign any document prepared by the name of such Person Servicer or Persons as shall be consistent with an Opinion of Counsel obtained take any other action reasonably requested by the Servicer which would enable the Servicer, at expense on behalf of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is locatedrequest such grant of extension. The Person or Persons holding such title Notwithstanding any other than the Trust Fund shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures provisions of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of no REO Property acquired by the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreementheld, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (b) The Servicer shall deposit or cause to be deposited in the Collection Account, on a daily basis, all revenues received with respect to each REO Property and shall be permitted to withdraw therefrom, to the extent of the amount of such revenues on deposit therein, funds necessary for the proper operation, management and maintenance of such REO Property, including but not limited to the cost of maintaining any hazard insurance and the fees of any managing agent acting on behalf of the Servicer. (c) If the Servicer elects to dispose of an REO Property without utilizing the services of an agent, the Servicer shall notify the Trustee of its receipt of any and all bona fide offers to purchase that REO Property. Each such REO Disposition shall be carried out by the Servicer at such price, and upon such terms and conditions. If the Servicer utilizes the services of an approved agent to dispose of an REO Property, the Servicer shall provide the Trustee with a copy of such agent's marketing plan, which shall include, but not be limited to, (i) the marketing time period, (ii) an estimate of the costs of any repairs or improvements, (iii) the lowest acceptable sale price for the REO Property and (iv) other proposed terms and conditions of sale. The REO Disposition shall be carried out by the Servicer in accordance with the terms thereof. If the Servicer receives a bona fide offer to purchase an REO Property and would like to accept the offer, but the offer is outside the parameters of the approved marketing plan, the Servicer shall provide the Trustee with written notification of the terms and conditions of the offer. The Servicer, upon an REO Disposition, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. If the proceeds from an REO Disposition are insufficient to reimburse the Servicer for any related unreimbursed Servicing Advances, to the extent such reimbursement will constitute an "unanticipated expense" (within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)) of a REMIC provided for herein, the Servicer shall be entitled to withdraw any such deficiency from amounts on deposit in the Collection Account. All proceeds from an REO Disposition, net of any reimbursement to the Servicer as provided above, shall be remitted to the Trustee within three (3) Business Days following receipt thereof.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Indenture Trustee to the Servicer) in the name of the Servicer or its nomineeIndenture Trustee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Noteholders, or in the event the Servicer Indenture Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Indenture Trustee shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify benefit of the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of Indenture Trustee. (b) In the event that the Trust Estate acquires any REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Group I Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the third calendar year beginning after the year of its acquisition by the Trust Estate for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Estate, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above-mentioned grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel Counsel, addressed to the Servicer and the Indenture Trustee, to the effect that the holding by the related trust Trust Estate of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Estate to fail to qualify as a REMICREMIC at any time that any Notes are outstanding, in which case the related trust Trust Estate may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the . The Servicer shall have applied forbe entitled to be reimbursed from the Collection Account for any costs incurred in obtaining such Opinion of Counsel, prior as provided in Section 3.05. Subject to the expiration compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provisions of such three-year periodthis Servicing Agreement, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended no REO Property related to a Group I Mortgage Loan acquired by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC Estate shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold Estate in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund Estate to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund Estate with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property related to a Group I Mortgage Loan for the Noteholders and the Trust Estate 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage Servicing File and copies thereof shall be forwarded by the Servicer to the Indenture Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Noteholders and the Trust Estate. With respect to each REO Property, the Servicer shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall establish and maintain with respect to all REO Property an REO Account or Accounts in the form of a time deposit or demand account, unless an Opinion of Counsel is obtained by the Servicer to the effect that the classification as a REMIC for federal income tax purposes of the arrangement under which the Mortgage Loans and the REO Property is held will not be adversely affected by holding such funds in another manner. Such REO Account shall be established with the Servicer or with a commercial bank, a mutual savings bank or a savings and loan association. The creation of any REO Account shall be evidenced by a letter agreement, in the case of an account held by a depository. In either case, an original of such certification or letter agreement shall be furnished to the Indenture Trustee upon request. The Servicer shall deposit or cause to be deposited, on a daily basis, within two Business Days of receipt, in each REO Account, all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall have the right to earn interest, if any, on funds deposited in such REO Account. On or before each Determination Date, the Servicer shall withdraw from each REO Account and deposit into the Collection Account the net receipts from the REO Property on deposit in the REO Account and retain any interest. The Servicer shall furnish to the Indenture Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Indenture Trustee shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Noteholders' interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Noteholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided above, shall be deposited in the REO Account and shall be transferred to the Collection Account on the Determination Date in the month following receipt thereof for payment on the succeeding Servicer Remittance Date in accordance with the Indenture. Any REO Disposition of an REO Property related to a Group I Mortgage Loan shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Estate to fail to qualify as a REMIC). The Servicer shall not complete, or allow to be completed, a foreclosure or accept a deed in lieu of a foreclosure with respect to any Ineligible Foreclosure Property Loan if it would cause the Indenture Trustee to hold REO Property from Ineligible Foreclosure Property Loans with an aggregate value in excess of 0.75% of the aggregate outstanding Principal Balance of the Mortgage Loans as of the end of the prior Collection Period. If the Value of REO Property from Ineligible Foreclosure Property Loans equals or exceeds 1% of the outstanding Principal Balance of the Mortgage Loans as of the end of any Collection Period, the Seller shall purchase at the Purchase Price on or prior to the related Payment Date sufficient REO Property from Ineligible Foreclosure Property Loans to cause the Indenture Trustee to hold REO Property from Ineligible Foreclosure Property Loans with a Value of less than 1% of the outstanding Principal Balance of the Mortgage Loans and such proceeds shall be treated as received during the related Prepayment Period. If the Seller shall fail to purchase any REO Property as described in the preceding sentences, the Servicer shall sell such REO Property as soon as reasonably practicable and in a commercially reasonable manner. For purposes of this paragraph the "Value" of REO Property from a Ineligible Foreclosure Property Loan shall be treated as equal to the Principal Balance of the related Ineligible Foreclosure Property Loan plus interest that had accrued on such Mortgage Loan as of the date of acquisition of the REO Property by the Indenture Trustee. The Indenture Trustee shall reconvey a Mortgage Loan so purchased in the same manner and under the same terms as specified in Section 2.03.

Title, Management and Disposition of REO Property. If In the event that title to a any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Owner or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner")designee. In the event the Servicer is not authorized or permitted to hold title to real property in the state in which the REO Property is located, or would be adversely affected under the "doing business" or tax laws of Any such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, from an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Trust Fund Owner shall acknowledge in writing that such title is being held as nominee for the REO benefit of the Owner. The Servicer shall notify the Master Servicer Owner in accordance with Accepted Servicing Procedures the ▇▇▇▇▇▇ Mae Guide of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Owner relating to such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer Owner shall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “"prohibited transactions” " of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master ServicerOwner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund related trust to the imposition of any federal or state income taxes on “"net income from foreclosure property” " with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund related trust with respect to the imposition of any such taxes. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the ▇▇▇▇▇▇ ▇▇▇ Guide, manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Owner.

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or its nomineeTrustee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Trustee. The Pursuant to the power of attorney granted in Section 3.01, the Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures is hereby authorized to acquire, transfer and dispose of each acquisition of any REO Property upon such acquisition, and thereafter assume taken in the responsibility name of the Trustee pursuant to this Section 3.23 without further documentation of its authority as attorney in fact for marketing such the Trustee on behalf of the Trust. (b) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the third calendar year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the date Code or, at the expense of acquisitionthe Trust Fund, request from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, an extension of the above-mentioned grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel acceptable to the NIMS Insurer, addressed and delivered to the Servicer, the NIMS Insurer and the Trustee, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; or (ii) cause any REMIC constituting any part of 1986, as amended (the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the . The Servicer shall have applied forbe entitled to be reimbursed from the Collection Account for any costs incurred in obtaining such Opinion of Counsel, prior as provided in Section 3.05. Subject to the expiration of such three-year period, an extension of such three-year period compliance with applicable laws and regulations as shall at any time be in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and possession thereof and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall deposit or cause to be deposited, on a daily basis, within three Business Days of receipt, into the Collection Account, all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Securities Administrator and the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month, if applicable. Such operation statement shall be accompanied by such other information as the Trustee shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The Servicer shall be entitled to an REO Disposition Fee upon each REO Disposition, and may withhold and retain the REO Disposition Fee from Liquidation Proceeds. The proceeds from the REO Disposition, net of any payments to the Servicer as provided above, shall be deposited in the Collection Account and shall be distributed to the Trust in the month following receipt thereof in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer Trustee or its nominee, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at Servicer (the expense of the Trust Fund, which shall be reimbursable as a Servicing Advance) from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the REO Owner. The Servicer shall notify benefit of the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of Trustee. (b) In the event that the Trust Fund acquires any REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property as aforesaid or otherwise in accordance connection with Accepted Servicing Procedures. Thereaftera default or imminent default on a Mortgage Loan, the Servicer shall continue to provide certain administrative services to the Trust Fund relating to dispose of such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following before the end of the calendar third taxable year beginning after the year of its acquisition by the date Trust Fund for purposes of acquisitionSection 860G(a)(8) of the Code unless the Servicer has received a grant of extension from the Internal Revenue Service, more than 60 days before the day on which the above-mentioned grace period would otherwise expire, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by the Servicer with obtains an Opinion of Counsel Counsel, addressed to the Servicer and the Trustee, to the effect such that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-year period will not: (and specifying the period beyond such three-year period for which the Mortgaged Property may be heldi) will not result in the imposition of taxes any tax on “"prohibited transactions” of the related trust " as defined in Section 860F of the Internal Revenue Code Code; (ii) cause any REO property to fail to qualify as "foreclosure property" within the meaning of 1986, as amended Section 860G(a)(8) of the Code; or (iii) cause any REMIC constituting any part of the “Code”), or cause the related REMIC Trust Fund to fail to qualify as a REMICREMIC at any time that any Certificates are outstanding, in which case the related trust Trust Fund may continue to hold such Mortgaged REO Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the . The Servicer shall have applied forbe entitled to be reimbursed from the Collection Account for any costs incurred in obtaining such Opinion of Counsel, prior as provided in Section 3.05. Subject to the expiration of such three-year period, an extension of such three-year period compliance with applicable laws and regulations as shall at any time be in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgageeforce, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding notwithstanding any other provision provisions of this Agreement, if a REMIC election has been made, no Mortgaged REO Property held acquired by a REMIC the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would would: (i) cause such Mortgaged REO Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, ; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal or state income taxes on “net the income earned from foreclosure property” with respect to such Mortgaged Property within the meaning REO Property, including any taxes imposed by reason of Section Sections 860F or 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund 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 Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund. With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property. The Servicer shall deposit or cause to be deposited, on a daily basis, within one Business Day of receipt, in the Collection Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall furnish to the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Trustee shall reasonably request. The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders' interests. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances, Servicing Fees and Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances, Servicing Fees and Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided above, shall be deposited in the Collection Account for transfer to the Distribution Account on the succeeding Servicer Remittance Date in accordance with Section 3.04(a)(vi). Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Title, Management and Disposition of REO Property. If (a) In the event that title to a Mortgaged an REO Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Servicer Trustee or its nomineea nominee thereof, in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In Certificateholders, or in the event the Servicer Trustee or a nominee thereof is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Trustee shall acknowledge in writing that such title is being held as nominee for the benefit of the Trustee. The Trustee's name shall be placed on the title to such REO OwnerProperty solely as the Trustee hereunder and not in its individual capacity. The Servicer shall notify ensure that the Master Servicer in accordance with Accepted Servicing Procedures of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund relating title to such REO Property as set forth in references this Section 4.13Agreement and the Trustee's capacity hereunder. The Servicer, on behalf of the Trust Fund, shall either sell any REO Property must be sold within three years before the close of the third taxable year following the end year the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the calendar Code or request from the Internal Revenue Service, no later than 60 days before the day on which the above three-year grace period would otherwise expire, an extension of the date of acquisitionabove three-year grace period, unless a REMIC election has been made with respect to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by delivered to the Servicer with Trustee, the Trust Administrator and the Depositor an Opinion of Counsel Counsel, addressed to the Trustee, the Trust Administrator and the Depositor, to the effect that the holding by the related trust Trust Fund of such Mortgaged REO Property subsequent to such three-the close of the third taxable year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) after its acquisition will not result in the imposition on the Trust Fund of taxes on “"prohibited transactions” of the related trust " thereof, as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related any Trust REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to REMIC under Federal law at any conditions contained in such Opinion of Counsel), or (ii) the time that any Certificates are outstanding. The Servicer shall have applied formanage, prior to conserve, protect and operate each REO Property for the expiration Certificateholders solely for the purpose of such three-year period, an extension of such three-year period its prompt disposition and sale in the a manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to progress being made in selling does not cause such REO Property and (ii) if, with the written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “"foreclosure property” " within a the meaning of Section 860G(a)(8) of the Code, (ii) subject Code or result in the receipt by any Trust Fund to the imposition REMIC of any federal or state income taxes on “net "income from foreclosure property” with respect to such Mortgaged Property non-permitted assets" within the meaning of Section 860G(c860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. (b) The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to REO Properties an account held in trust for the Trustee for the benefit of the Certificateholders (the "REO Account"), which shall be 108 an Eligible Account. The Servicer shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the REO Account. (c) The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders. In connection therewith, the Servicer shall deposit, or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Servicer's receipt thereof, and shall thereafter deposit in the REO Account, in no event more than one Business Day after the deposit of such funds into the clearing account, all revenues received by it with respect to an REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property including, without limitation: (i) all insurance premiums due and payable in respect of such REO Property; (ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; and (iii) cause all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account with respect to an REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned the REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the rental or sale of such Mortgaged Property to result in the receipt by REO Property. Notwithstanding the foregoing, none of the Servicer, the Trust Administrator or the Trustee shall: (a) authorize the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from non-permitted assets as described in Real Property; (b) authorize any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (c) authorize any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 860F(a) (2)(B856(e)(4)(B) of the Code; or (d) authorize any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust Fund; unless, unless in any such case, the Servicer has agreed obtained an Opinion of Counsel, provided to indemnify and hold harmless the Trust Fund Administrator, the Master Servicer and the NIMS Insurer, to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. The Servicer may contract with any Independent Contractor for the operation and management of any REO Property; provided that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above and remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor; (iii) none of the provisions of this Section 3.23(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of the Certificateholders with respect to the imposition operation and management of any such taxesREO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be solely liable for all fees owed by it to any such Independent Contractor, irrespective of whether the Servicer's compensation pursuant to Section 3.18 is sufficient to pay such fees. With respect to JPMorgan, the fees of such Independent Contractor may be reimbursable as a Servicing Advance and, to the extent that any payments made by such Independent Contractor would constitute Servicing Advances if made by JPMorgan, such amounts shall also be reimbursable as Servicing Advances made by JPMorgan. (d) In addition to the withdrawals permitted under Section 3.23(c), the Servicer may from time to time make withdrawals from the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing Advances and Advances made in respect of such REO Property or the related Mortgage Loan. Any income from the related REO Property received during any calendar months prior to a Final 110 Recovery Determination, net of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d), shall be withdrawn by the Servicer from each REO Account maintained by it and remitted to the Trust Administrator for deposit into the Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer Remittance Date relating to a Final Recovery Determination with respect to such Mortgage Loan, for distribution on the related Distribution Date in accordance with Section 4.01. (e) Subject to the time constraints set forth in Section 3.23(a), each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities for similar properties. (f) The proceeds from the REO Disposition, net of any amount required by law to be remitted to the Mortgagor under the related Mortgage Loan and net of any payment or reimbursement to the Servicer or any Sub-Servicer as provided above, shall be remitted to the Trust Administrator for deposit in the Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the month following the receipt thereof for distribution on the related Distribution Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration). (g) The Servicer shall file information returns with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and cancellation of indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.

Title, Management and Disposition of REO Property. If In the event that title to a the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer Indenture Trustee or its nomineedesignee, or in either case as nominee, for the benefit of the Trustee on behalf of the Trust Fund on the date of acquisition of title (the "REO Owner"). In the event the Servicer Indenture Trustee or its designee is not authorized or permitted to hold title to real property in the state in which where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer, at expense of the Trust Fund, Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Trust Fund Issuer shall acknowledge in writing that such title is being held as nominee for the REO Ownerbenefit of the Issuer. The Servicer shall notify the Master Servicer in accordance with Accepted Servicing Procedures the Fannie Mae Guides of each acquisition of REO Property upon such acquisitio▇ (▇▇▇, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days from the date the Servicer receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO Property property in accordance with Accepted Servicing ProceduresPractices. Thereafter, the Servicer shall continue to provide certain administrative services to the Trust Fund Master Servicer relating to such REO Property as set forth in this Section 4.134.02(o). No Servicing Fee shall be assessed or otherwise accrue on any REO Property from and after the date on which it becomes an REO Property. The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the Fannie Mae Guides manage, conserve, protect and operate each REO Property must ▇▇ ▇▇▇ ▇▇▇e manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Servicer shall cause each REO Property to be sold within three years following inspected promptly upon the end acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Master Servicer. The Servicer shall use its best efforts to dispose of the calendar REO Property as soon as possible and shall sell such REO Property in any event within one year of the date of acquisitionafter title has been taken to such REO Property, unless a REMIC election has been made with respect the Servicer determines, and gives an appropriate notice to the arrangement under which the Serviced Mortgage Loans and REO Property are held and (i) the Master Servicer shall have been supplied by to such effect, that a longer period is necessary for the Servicer with an Opinion of Counsel to the effect that the holding by the related trust orderly liquidation of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Internal Revenue Code of 1986, as amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable periodREO Property. If a longer period longer than three years one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Master Servicer as to the progress being made in selling such REO Property. No REO Property and shall be marketed for less than the Appraised Value, without the prior consent of Master Servicer. No REO Property shall be sold for less than ninety five percent (ii95%) ifof its Appraised Value, without the prior consent of Indenture Trustee. All requests for reimbursement of Servicing Advances shall be in accordance with the Fannie Mae Guides. The disposition of REO Property shall be carried out by ▇▇▇ ▇ervicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interests of the Trust (subject to the above conditions) only with the prior written consent of the Master Servicer, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage . The Servicer shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant provide monthly reports to this Agreement, but instead a separate participation agreement between the Servicer and the Master Servicer on behalf in reference to the status of the Trust Fund shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf marketing of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxesREO Properties.