Common use of Management and Realization Upon Defaulted Mortgage Loans Clause in Contracts

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders Noteholders solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 CertificateholdersNoteholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause request the Trustee Securities Administrator to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders Noteholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution payment to the Certificateholders Noteholders in accordance with Section 5.013.05 of the Indenture. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.063.02. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee or to its nominee on behalf of CertificateholdersNoteholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will would not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged Property to fail to qualify as constitute “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result as defined in the receipt by the Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee Master Servicer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “"grace period”") or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Certificate Insurer solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificate Insurer and the Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, therefrom 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and the Certificate Insurer and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.015.01 hereof. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.063.07. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee Trustee, or to its nominee on behalf of CertificateholdersCertificateholders and the Certificate Insurer. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after its acquisition or such other period as is required or permitted by the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) REMIC Provisions, or (ii) prior to the expiration of any extension to such three-year grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the such three year grace period period, and granted by the Internal Revenue Service, unless the Trust Servicer shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period three years after its acquisition will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code Code, or cause any the REMIC Trust to fail to qualify as a REMIC at any time that any Regular Class A Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 Trust, and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B857 (b) (4) (B) of the Code. If a period greater than the grace period three years is permitted under this Agreement and is necessary to provide sufficient time to sell any REO Property, the Servicer shall give appropriate notice to the Trustee Trustee, the Certificate Insurer and the Certificateholders and shall report monthly to the Trustee as to the progress being made in selling attempting to sell such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-1 mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee Certificate Insurer prior to acquiring such Mortgaged Property and shall not take any action in furtherance thereof without the Mortgaged Propertyprior written approval of the Certificate Insurer. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made by the Servicer as Nonrecoverable Advances. For the purpose purposes of this Section 3.063.07, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “"grace period”") or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust Servicer shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 CertificateholdersCertificateholders and the Certificate Insurer. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of CertificateholdersCertificateholders and the Certificate Insurer. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “"grace period”") or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust Servicer shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and the Certificate Insurer and shall report monthly to the Trustee and the Certificate Insurer as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee and the Certificate Insurer prior to acquiring the Mortgaged PropertyProperty and shall not take any action without the prior written approval of the Certificate Insurer. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The On behalf of the Issuer, the Master Servicer shall manage, conserve, protect and operate each REO Property for the Noteholders and the Certificateholders solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. The Master Servicer shall, either itself or through an agent selected by the Master 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 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 interests of the Noteholders and the Certificateholders. The Master Servicer shall cause to be deposited, no later than two (2) [three] Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, therefrom 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 Master Servicer. The disposition of REO Property shall be carried out by the Master Servicer for cash at such price, and upon such terms and conditions, as the Master Servicer deems to be in the best interest interests of the Noteholders and the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Master Servicer in accordance with Section 3.033.3, for distribution to the Noteholders and the Certificateholders in accordance with Section 5.014.4 hereof. The Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.063.2. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee Owner Trustee, or to its nominee on behalf of the Noteholders and the Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. (a) 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, retain 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.063.02. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust Fund by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee Master Servicer and shall report monthly to the Trustee Master Servicer as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee Master Servicer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. (b) With respect to any second lien Mortgage Loan, if the Servicer determines that no significant recovery is possible through foreclosure proceedings or other liquidation of the related Mortgage Property it may elect to charge off the related Mortgage Loan (each such Mortgage Loan, a “Charged Off Loan”) at the time the related first lien mortgage loan has been liquidated or at any time thereafter. Notwithstanding Each Charged Off Loan will be serviced in accordance with the other provisions of this Section 3.06 or any other provision terms of this Agreement to until the contrary, if any date of charge off. Once such a Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in defaulthas been charged off, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Datediscontinue making Monthly Advances, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Datenot be entitled to any additional servicing compensation (subject to the immediately following paragraph), the value Charged Off Loan will give rise to a Realized Loss, and the Servicer will follow the procedures described in the immediately following paragraph. The Servicer will not be entitled to any Servicing Fees or reimbursement of all Foreclosure Restricted Property held expenses in connection with such Charged Off Loans except to the extent of funds available from the aggregate amount of recoveries on such Charged Off Loan which shall be paid to the Servicer as part any accrued and unpaid Servicing Fees and reimbursement of expenses. The Servicer will only be entitled to previously accrued Servicing Fees on any such Charged Off Loans and will not be entitled to receive any future unaccrued Servicing Fees or expenses from collections on such Charged Off Loans. Any recoveries on such Charged Off Loans (net of accrued and unpaid Servicing Fees for the number of full Monthly Payments collected and out-of-pocket expenses) will be distributable by the Securities Administrator to the Holders of the Trust will Class C Certificates pursuant to Section 5.01. Notwithstanding the foregoing, the procedures described above in this Section 3.06(b) relating to the treatment of Charged Off Loans may be less than one percent (1%) modified at any time at the discretion of the aggregate Principal Balance Holders of all Mortgage Loans held as part a majority Percentage Interest of the TrustClass C Certificates, with the reasonable consent of the Servicer.

Management and Realization Upon Defaulted Mortgage Loans. The On behalf of the Issuer, the Master Servicer shall manage, conserve, protect and operate each REO Property for the Noteholders and the Certificateholders solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. The Master Servicer shall, either itself or through an agent selected by the Master 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 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 interests of the Noteholders and the Certificateholders. The Master Servicer shall cause to be deposited, no later than two (2) ________ Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, therefrom 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 Master Servicer. The disposition of REO Property shall be carried out by the Master Servicer for cash at such price, and upon such terms and conditions, as the Master Servicer deems to be in the best interest interests of the Noteholders and the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Master Servicer in accordance with Section 3.033.3, for distribution to the Noteholders and the Certificateholders in accordance with Section 5.014.5 hereof. The Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.063.2. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee Owner Trustee, or to its nominee on behalf of the Noteholders and the Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) two years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) its acquisition or (ii) prior to the expiration of any extension to such two-year grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the such two-year grace period and granted by the Internal Revenue Service, unless the Trust Servicer shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period two years after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period two years is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders Noteholders solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 CertificateholdersNoteholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause request the Indenture Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders Noteholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution payment to the Certificateholders Noteholders in accordance with Section 5.013.05 of the Indenture. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.063.02. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee or to its nominee on behalf of CertificateholdersNoteholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will would not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged Property to fail to qualify as constitute “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result as defined in the receipt by the Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee Master Servicer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The Master Servicer shall have the discretion to sell, modify or foreclose on a defaulted Mortgage Loan, consistent with the servicing standard in Section 3.01 hereof, provided that the course of action so chosen is likely, in the Master Servicer's judgment, to result in the greatest recovery of value to the Certificateholders (i.e., receipt of Liquidation Proceeds) on a net present value basis. The Master 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; provided that . Should the Master Servicer shall not be required attempt to expend sell a defaulted Mortgage Loan (based on its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) view that such restoration and/or foreclosure sale will increase result in the proceeds recovery of liquidation of greatest value), but receives no acceptable bid or offer from a third party for a price deemed by the Master Servicer (in its sole judgment) to approximate or exceed such Mortgage Loan's current fair value, the Master Servicer may elect at its sole discretion to terminate or suspend its efforts to sell such defaulted Mortgage Loan, and instead choose to modify the Mortgage Loan after reimbursement in accordance with Section 3.01(e) hereof or foreclose upon the defaulted Mortgage Loan as described herein. However, a suspension of efforts to itself sell a defaulted Mortgage Loan shall not prevent the Master Servicer from resuming its solicitation of bids from third parties to purchase such expenses and (ii) Mortgage Loan at a later date if, in the Master Servicer's judgment, a sale at that such expenses will be recoverable time is expected to it through lead to the maximization of Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof)Proceeds. The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. The Master Servicer shall, either itself or through an agent selected by the Master 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 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. The If a Deposit Event has occurred, the Master Servicer shall cause to be deposited, no later than within two (2) Business Days after of receipt thereof or if a Deposit Event has not occurred, the receipt thereofMaster Servicer shall cause to be deposited one Business Day prior to the related Distribution Date, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee Trust Administrator to withdraw therefrom, 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 Master Servicer. The disposition of REO Property shall be carried out by the Master Servicer for cash at such price, and upon such terms and conditions, as the Master Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection AccountAccount in accordance with Section 3.02, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03Fees, for distribution to the Certificateholders in accordance with Section 5.014.01. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding and if such determination cannot be made, the Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing deal with such of Mortgage Loan in a manner consistent with the Mortgage Loans as come into and continue servicing standard in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.063.01 hereof. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee Trust Administrator or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Master Servicer has actual knowledge that a Mortgaged Property which the Master Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will notify the Trustee Trust Administrator prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Master Servicer means actual knowledge of a Responsible Officer of the Master Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Master Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Certificate Insurer solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificate Insurer and the Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, therefrom 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and the Certificate Insurer and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.015.01 hereof. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.063.07. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee Trustee, or to its nominee on behalf of CertificateholdersCertificateholders and the Certificate Insurer. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after its acquisition or such other period as is required or permitted by the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) REMIC Provisions, or (ii) prior to the expiration of any extension to such three-year grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the such three year grace period period, and granted by the Internal Revenue Service, unless the Trust Servicer shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period three years after its acquisition will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code Code, or cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Regular Class A Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 Trust, and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B857 (b) (4) (B) of the Code. If a period greater than the grace period three years is permitted under this Agreement and is necessary to provide sufficient time to sell any REO Property, the Servicer shall give appropriate notice to the Trustee Trustee, the Certificate Insurer and the Certificateholders and shall report monthly to the Trustee as to the progress being made in selling attempting to sell such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-1 mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee Certificate Insurer prior to acquiring such Mortgaged Property and shall not take any action in furtherance thereof without the Mortgaged Propertyprior written approval of the Certificate Insurer. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made by the Servicer as Nonrecoverable Advances. For the purpose purposes of this Section 3.063.07, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) its acquisition or (ii) prior to the expiration of any extension to such three-year grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the such two-year grace period and granted by the Internal Revenue Service, unless the Trust Servicer shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period three years after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period three years is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders Noteholders solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 CertificateholdersNoteholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause request the Indenture Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders Noteholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution payment to the Certificateholders Noteholders in accordance with Section 5.013.05 of the Indenture. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.063.02. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee or to its nominee on behalf of CertificateholdersNoteholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “"grace period”") or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will would not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged Property to fail to qualify as “constitute "foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result " as defined in the receipt by the Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee Master Servicer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “"grace period”") or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust Servicer shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.this

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificate Insurer and the Certificateholders. The Servicer shall cause to be deposited, no later than two (2within the time period specified in Section 3.02(b) Business Days after the receipt thereofor 3.02(d), as applicable, in the Collection Account, Account all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of the sale of the REO Property shall be promptly deposited in the Collection AccountAccount pursuant to Section 3.02(b) or 3.02(d), as applicable, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 3.01 subject to the provisions contained in the last paragraph of this Section 3.06Section. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of CertificateholdersCertificateholders and the Certificate Insurer. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property (i) within three (3) years after the close year of the taxable year in which the Mortgaged Property was acquired (the “grace period”) its acquisition or (ii) prior to the expiration of any extension to such three-year grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the such three-year grace period and granted by the Internal Revenue Service, unless if the Trust Servicer shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period three years after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause either the Master REMIC or any Subsidiary REMIC to fail to qualify as a REMIC at any time that any Subsidiary Regular Interests or Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period three years is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee Trustee, the Certificate Insurer and the Certificateholders and shall report monthly to the Trustee and the Certificate Insurer as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such On each Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so shall provide to the Certificate Insurer the Liquidation Report with respect to each Mortgage Loan that as of such Distribution Date, became a Liquidated Mortgage Loan during the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trustpreceding Due Period.

Management and Realization Upon Defaulted Mortgage Loans. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders Trust solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 CertificateholdersInsurer and the Trust. The Servicer shall cause to be deposited, no later than two (2within the time period specified in Section 3.02(b) Business Days after the receipt thereofor 3.02(d), as applicable, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Indenture Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders Trust and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, pursuant to Section 3.02(b) or 3.02(d), as applicable, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders Class A Noteholders and the Transferor in respect of the Senior Interest Participation in accordance with Section 5.015.01 herein. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.payments

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “"grace period”") or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “"Foreclosure Restricted Mortgage Loan”") comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “"Foreclosure Restricted Property”") if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ 3/4 of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders Noteholders and the Note Insurer solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 CertificateholdersNote Insurer and the Noteholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Indenture Trustee to withdraw therefrom, therefrom 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders Noteholders and the Note Insurer and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution payment to the Certificateholders Noteholders in accordance with Section 5.013.05 of the Indenture. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.063.07. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee Indenture Trustee, or to its nominee on behalf of Certificateholders. In Noteholders and the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO PropertyNote Insurer. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-1 mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee Note Insurer prior to acquiring such Mortgaged Property and shall not take any action in furtherance thereof without the Mortgaged Propertyprior written approval of the Note Insurer. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made by the Servicer as Nonrecoverable Advances. For the purpose purposes of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.this

Management and Realization Upon Defaulted Mortgage Loans. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders Trust solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 CertificateholdersInsurer, the Class A Noteholders and the Trust. The Servicer shall cause to be deposited, no later than two (2within the time period specified in Section 3.02(b) Business Days after the receipt thereofor 3.02(d), as applicable, in the Collection Account, all revenues net of Servicing Advances received with respect to the related REO Property and shall retain, or cause the Indenture Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders Trust and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of the sale of the REO Property shall be promptly deposited in the Collection Account, pursuant to Section 3.02(b) or 3.02(d), as applicable, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders Class A Noteholders in accordance with Section 5.015.01 herein; provided, however, that the Collection Account shall be reimbursed for any related Nonrecoverable Advances (or portions thereof) that were previously withdrawn by the Servicer pursuant to Section 3.03(vii) prior to the netting of any related unreimbursed Servicing Advances. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 3.01, subject to the provisions contained in the last second succeeding paragraph of this Section 3.063.07 and only if the Servicer determines that there is sufficient equity in the related Mortgaged Property to justify such foreclosure. In connection with foreclosure or other conversion, the Servicer will follow Accepted Servicing Practices, including the practice that the Servicer will not be required to expend its own funds in connection with foreclosure or other conversion, correction of default on a related senior mortgage loan or restoration of any Mortgaged Property unless, in its sole judgment, foreclosure, correction or restoration will increase net liquidation proceeds. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO PropertyInsurer. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-1 mile radius of any site with environmental or hazardous waste risks known to the Servicerrisks, the Servicer will notify the Trustee Insurer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 Property and shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge not take any action without prior written approval of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the TrustInsurer.

Management and Realization Upon Defaulted Mortgage Loans. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders Trust solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 CertificateholdersInsurer and the Trust. The Servicer shall cause to be deposited, no later than two (2within the time period specified in Section 3.02(b) Business Days after the receipt thereofor 3.02(d), as applicable, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Indenture Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders Trust and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, pursuant to Section 3.02(b) or 3.02(d), as applicable, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders Class A Noteholders and the Transferor in respect of the Senior Interest Participation in accordance with Section 5.015.01 herein. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 3.01, subject to the provisions contained in the last second succeeding paragraph of this Section 3.063.07. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO PropertyInsurer. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-1 mile radius of any site with environmental or hazardous waste risks known to the Servicerrisks, the Servicer will notify the Trustee Insurer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 Property and shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge not take any action without prior written approval of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage LoanInsurer. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution On each Payment Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so shall provide to the Insurer the Liquidation Report with respect to each Mortgage Loan that as of such Distribution Date, became a Liquidated Mortgage Loan during the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trustpreceding Due Period.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “"grace period”") or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “"Foreclosure Restricted Mortgage Loan”") comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “"Foreclosure Restricted Property”") if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ 3/4 of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (11.00%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (11.00%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders Noteholders solely for the purpose of its prudent and prompt disposition and sale; provided PROVIDED that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided PROVIDED that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 CertificateholdersNoteholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause request the Indenture Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders Noteholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution payment to the Certificateholders Noteholders in accordance with Section 5.013.05 of the Indenture. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.063.02. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee or to its nominee on behalf of CertificateholdersNoteholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “"grace period”") or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will would not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged Property to fail to qualify as “constitute "foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result " as defined in the receipt by the Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee Master Servicer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “"grace period”") or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and the Master Servicer and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee and the Master Servicer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause request the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee Master Servicer and shall report monthly to the Trustee Master Servicer as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee Master Servicer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The Master 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. The Master Servicer shall, either itself or through an agent selected by the Master 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 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 Certificate Insurer and the Certificateholders. The Master Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Master Servicer. The disposition of REO Property shall be carried out by the Master Servicer for cash at such price, and upon such terms and conditions, as the Master Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Master Servicing Fees and unreimbursed Monthly Advances payable to the Master Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 3.01 subject to the provisions contained in the last paragraph of this Section 3.06Section. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of CertificateholdersCertificateholders and the Certificate Insurer. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall (i) dispose of such Mortgaged Property (i) within three (3) years after following the close end of the taxable calendar year in which the Mortgaged Property was acquired (the “grace period”) acquisition occurs or (ii) (a) prior to the expiration of any extension to such three-year grace period which is requested on behalf of the Trust by the Master Servicer (at the expense of the Trust, with a copy to the Trustee) more than sixty (60) 60 days prior to the end of the such three-year grace period and granted by the Internal Revenue Service, (b) if the Internal Revenue Service rejects such extension to such three-year grace period which is requested on behalf of the Trust by the Master Servicer more than 60 days prior to the end of such three-year grace period, within 30 days of such rejection or (c) if such extension has not been granted or rejected by the Internal Revenue Service prior to the expiration of such three-year grace period, within the number of days specified in such extension unless the Trust Master Servicer shall have received an Opinion of Counsel Counsel, with a copy to the Certificate Insurer, to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period three years after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC the Trust to fail to qualify as a REMIC at any time that any Regular the Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Master Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period three years is permitted under this Agreement and is necessary to sell any REO Property, the Master Servicer shall give appropriate notice to the Trustee Trustee, the Certificate Insurer and the Certificateholders and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Master Servicer has actual knowledge that a Mortgaged Property which the Master Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-1 mile radius of any site with environmental or hazardous waste risks known to the Servicerrisks, the Master Servicer will notify the Trustee Certificate Insurer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 Property and shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge not take any action without prior written approval of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage LoanCertificate Insurer. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next On each Distribution Date, the value of all Foreclosure Restricted Property held as part of Master Servicer shall provide to the Trust will exceed one percent (1%) of Certificate Insurer the aggregate Principal Balance of all Liquidation Report with respect to each Mortgage Loans held as part of Loan that became a Liquidated Mortgage Loan during the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trustpreceding Due Period.

Management and Realization Upon Defaulted Mortgage Loans. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders Trust solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 CertificateholdersInsurer, the Class A Noteholders and the Trust. The Servicer shall cause to be deposited, no later than two (2within the time period specified in Section 3.02(b) Business Days after the receipt thereofor 3.02(d), as applicable, in the Collection Account, all revenues net of Servicing Advances received with respect to the related REO Property and shall retain, or cause the Indenture Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders Trust and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of the sale of the REO Property shall be promptly deposited in the Collection Account, pursuant to Section 3.02(b) or 3.02(d), as applicable, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders Class A Noteholders in accordance with Section 5.015.01 herein. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 3.01, subject to the provisions contained in the last second succeeding paragraph of this Section 3.063.07 and only if the Servicer determines that there is sufficient equity in the related Mortgaged Property to justify such foreclosure. In connection with foreclosure or other conversion, the Servicer will follow Accepted Servicing Practices, including the practice that the Servicer will not be required to expend its own funds in connection with foreclosure or other conversion, correction of default on a related senior mortgage loan or restoration of any Mortgaged Property unless, in its sole judgment, foreclosure, correction or restoration will increase net liquidation proceeds. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO PropertyInsurer. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-1 mile radius of any site with environmental or hazardous waste risks known to the Servicerrisks, the Servicer will notify the Trustee Insurer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 Property and shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge not take any action without prior written approval of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the TrustInsurer.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificate Insurer and the Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of CertificateholdersCertificateholders and the Certificate Insurer. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) two years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) its acquisition or (ii) prior to the expiration of any extension to such two-year grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the such two-year grace period and granted by the Internal Revenue Service, unless the Trust Servicer shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period two years after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Class A Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period two years is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and the Certificate Insurer and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee Certificate Insurer prior to acquiring the Mortgaged PropertyProperty and shall not take any action without prior written approval to the Certificate Insurer. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “"grace period”") or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “"Foreclosure Restricted Mortgage Loan”") comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “"Foreclosure Restricted Property”") if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ 3/4 of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (11.00%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (11.00%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The Master 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. The Master Servicer shall, either itself or through an agent selected by the Master 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 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 Certificate Insurer and the Certificateholders. The Master Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Master Servicer. The disposition of REO Property shall be carried out by the Master Servicer for cash at such price, and upon such terms and conditions, as the Master Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Master Servicing Fees and unreimbursed Monthly Advances payable to the Master Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 3.01 subject to the provisions contained in the last paragraph of this Section 3.06Section. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of CertificateholdersCertificate- holders and the Certificate Insurer. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall (i) dispose of such Mortgaged Property (i) within three (3) two years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) its acquisition or (ii) (a) prior to the expiration of any extension to such two-year grace period which is requested on behalf of the Trust by the Master Servicer (at the expense of the Trust) more than sixty (60) 60 days prior to the end of the such two-year grace period and granted by the Internal Revenue Service, (b) if the Internal Revenue Service rejects such extension to such two-year grace period which is requested on behalf of the Trust by the Master Servicer more than 60 days prior to the end of such two-year grace period, within 30 days of such rejection or (c) if such extension has not been granted or rejected by the Internal Revenue Service prior to the expiration of such two-year grace period, within the number of days specified in such extension unless the Trust Master Servicer shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period two years after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC the Trust to fail to qualify as a REMIC at any time that any Regular Class A Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Master Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period two years is permitted under this Agreement and is necessary to sell any REO Property, the Master Servicer shall give appropriate notice to the Trustee Trustee, the Certificate Insurer and the Certificateholders and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Master Servicer has actual knowledge that a Mortgaged Property which the Master Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-1 mile radius of any site with environmental or hazardous waste risks known to the Servicerrisks, the Master Servicer will notify the Trustee Certificate Insurer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 Property and shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge not take any action without prior written approval of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage LoanCertificate Insurer. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next On each Distribution Date, the value of all Foreclosure Restricted Property held as part of Master Servicer shall provide to the Trust will exceed one percent (1%) of Certificate Insurer the aggregate Principal Balance of all Liquidation Report with respect to each Mortgage Loans held as part of Loan that became a Liquidated Mortgage Loan during the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trustpreceding Due Period.

Management and Realization Upon Defaulted Mortgage Loans. 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; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 Certificateholders. The Servicer shall cause to be deposited, no later than two (2) Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such sale. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders in accordance with Section 5.01. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default either when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 subject to the provisions contained in the last paragraph of this Section 3.06. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “"grace period”") or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “"prohibited transactions” " as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “"net income from foreclosure property” " which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s 's right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “"Foreclosure Restricted Mortgage Loan”") comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “"Foreclosure Restricted Property”") if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The On behalf of the issuer, the Servicer shall manage, conserve, protect and operate each REO Property for the Noteholders and the Certificateholders solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. The Servicer shall, either itself or through an agent selected by the Servicerservicer, 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 beat interests of the Noteholders and the Certificateholders. The Servicer shall cause to be deposited, no later than two (2) five Business Days after the receipt thereof, in the Collection Account, all revenues received with respect to the related REO Property and shall retain, or cause the Trustee to withdraw therefrom, therefrom 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest beat interests of the Noteholders and the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of sale of the REO Property shall be promptly deposited in the Collection Account, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.033.3, for distribution to the Noteholders and the Certificateholders in accordance with Section 5.014.5 hereof. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 3.2 subject to the provisions contained in the last paragraph of this Section 3.063.7. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee owner Trustee, or to its nominee on behalf of the Noteholders and the Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO Property. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Servicer, the Servicer will notify the Trustee prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust.

Management and Realization Upon Defaulted Mortgage Loans. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders Trust solely for the purpose of its prudent and prompt disposition and sale; provided that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account pursuant to Section 3.03 hereof). The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 3.03 hereof. 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 CertificateholdersInsurer, the Class A Noteholders and the Trust. The Servicer shall cause to be deposited, no later than two (2within the time period specified in Section 3.02(b) Business Days after the receipt thereofor 3.02(d), as applicable, in the Collection Account, all revenues net of Servicing Advances received with respect to the related REO Property and shall retain, or cause the Indenture Trustee to withdraw therefrom, 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 Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the Certificateholders Trust and, as soon as practicable thereafter, the expenses of such sale shall be paid out of the proceeds of such salepaid. The cash proceeds of the sale of the REO Property shall be promptly deposited in the Collection Account, pursuant to Section 3.02(b) or 3.02(d), as applicable, net of Foreclosure Profits and of any related unreimbursed Servicing Advances, accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in accordance with Section 3.03, for distribution to the Certificateholders Class A Noteholders in accordance with Section 5.015.01 herein. The Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default when no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02 3.01, subject to the provisions contained in the last second succeeding paragraph of this Section 3.063.07 and only if the Servicer determines that there is sufficient equity in the related Mortgaged Property to justify such foreclosure. In connection with foreclosure or other conversion, the Servicer will follow Accepted Servicing Practices, including the practice that the Servicer will not be required to expend its own funds in connection with foreclosure or other conversion, correction of default on a related senior mortgage loan or restoration of any Mortgaged Property unless, in its sole judgment, foreclosure, correction or restoration will increase net liquidation proceeds. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee or to its nominee on behalf of Certificateholders. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall (i) dispose of such Mortgaged Property within three (3) years after the close of the taxable year in which the Mortgaged Property was acquired (the “grace period”) or (ii) prior to the expiration of any extension to such grace period which is requested on behalf of the Trust by the Servicer (at the expense of the Trust) more than sixty (60) days prior to the end of the grace period and granted by the Internal Revenue Service, unless the Trust shall have received an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to expiration of the grace period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC at any time that any Regular Certificates are outstanding. Notwithstanding any other provision of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant to this Section 3.06 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 and (ii) no construction shall take place on such Mortgaged Property in such a manner or pursuant to any terms, in either case, that would cause such Mortgaged 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 Trust of any “net income from foreclosure property” which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than the grace period is permitted under this Agreement and is necessary to sell any REO Property, the Servicer shall give appropriate notice to the Trustee and shall report monthly to the Trustee as to the progress being made in selling such REO PropertyInsurer. If the Servicer has actual knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is located within a one-1 mile radius of any site with environmental or hazardous waste risks known to the Servicerrisks, the Servicer will notify the Trustee Insurer prior to acquiring the Mortgaged Property. Nothing in this Section 3.06 Property and shall affect the Servicer’s right to deem certain advances proposed to be made Nonrecoverable Advances. For the purpose of this Section 3.06, actual knowledge not take any action without prior written approval of the Servicer means actual knowledge of a Responsible Officer of the Servicer involved in the servicing of the relevant Mortgage Loan. Actual knowledge of the Servicer does not include knowledge imputable by virtue of the availability of or accessibility to information relating to environmental or hazardous waste sites or the locations thereof. Notwithstanding the other provisions of this Section 3.06 or any other provision of this Agreement to the contrary, if any Mortgage Loan that is more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure Restricted Mortgage Loan”) comes into and continues in default, the Servicer will nevertheless not complete foreclosure upon, accept a deed in-lieu of foreclosure of, or otherwise comparably convert the ownership of any property securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure Restricted Property”) if the value of such Foreclosure Restricted Property (measured in all cases as the outstanding principal balance of the Foreclosure Restricted Mortgage Loan plus accrued interest), when added to the value of all other Foreclosure Restricted Property then held as part of the Trust, would exceed ¾ of one percent (0.75%) of the aggregate Principal Balance of all Mortgage Loans then held as part of the Trust. Moreover, if, as of the next Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will exceed one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the Trust, then prior to such Distribution Date, the Servicer will sell as much Foreclosure Restricted Property as necessary so that as of such Distribution Date, the value of all Foreclosure Restricted Property held as part of the Trust will be less than one percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as part of the TrustInsurer.